International Data Management Ltd Directors Report

To the Members International Data Management Limited

The Board of Directors of the Company presents herewith the 49th Annual Report together with the Audited Accounts of the Company for the financial year ended 31 March, 2026 .

1. FINANCIAL HIGHLIGHTS

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

(Rs. in Lacs)

Particulars	Financial Year Ended 31 March, 2026	Financial Year Ended 31 March, 2025
Total Income	-	0.60
Total Expenses	13.87	13.43
Profit/ (Loss)	(13.87)	(12.83)
Depreciation	0	0
Profit/ (Loss) Before finance Cost	(13.87)	(12.83)
Finance Cost	0	0
Profit/ (Loss) Before Exceptional Items	(13.87)	(12.83)
Exceptional items	0	0
Profit/ (Loss) Before Tax	(13.87)	(12.83)
Tax Expense	0	0
Profit/ (Loss) After Tax	(13.87)	(12.83)

2. STATE OF COMPANYS AFFAIRS/OPERATIONS

During the year under review loss of Rs. 13.87 Lacs has been reported by the Company as against the loss of Rs. 12.83 Lacs for the previous year ended on 31 March, 2025.

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 accumulated losses, the Board of Directors of the Company does not recommend any dividend for the financial year ended 31 March, 2026.

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 at idmlimited.in .

6. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the year under review.

7. MEETINGS OF THE BOARD

During financial year 2025-26, the Board met 6 (Six) times on the below mentioned dates:

I. 28th May 2025;

II. 12th August, 2025;

III. 2nd September, 2025;

IV. 3rd October, 2025;

V. 12th November, 2025; and

VI. 12th February, 2026

The gap between two Board meetings did not exceed one hundred and twenty days . The following table mentions the record of attendance at the Board Meetings:

Name of the Director	No. of Board Meetings held	No. of Board Meetings attended
Mr. Sunil Kumar Shrivastava	6	6
Mr. Sashi Sekhar Mishra	6	6
Ms. Rita Gupta	6	6
Ms. Pamela Srivastava	6	6
Mr. Vikram Shastry	6	6

8. MEMBERS MEETING:

During the financial year ended 31 March, 2026, the 48th Annual General Meeting of the Company for the Financial Year 2024-2025 was held on 30th September, 2025 through Video Conferencing/ Other Audio-Visual Means ("VC"/ "OAVM"). The deemed venue of the meeting was the registered office of the Company.

9. HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the financial year ended 31 March, 2026, the Company did not have any 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.

10. SHARE CAPITAL:

The paid-up Equity Share Capital as at 31 March, 2026 stood at Rs. 2,20,00,000/- divided into 2,200,000 fully paid-up equity shares of face value of Rs. 10/- each.

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on 31 March, 2026, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

Further there was no change in the share capital of the Company during the year under review.

a. Issue of equity shares with differential rights - NIL

b. Issue of sweat equity shares - NIL

c. Issue of employee stock option - NIL

d. Provision of moneys by company for purchase of its own shares - NIL

11. DIRECTORS RESPONSIBILITY STATEMENT

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

a. in the preparation of the Annual Accounts for the financial year ended at 31st March, 2026; the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever applicable;

b. 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, 2026 and of the loss of the Company for the said period;

c. 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;

d. in view of expected future business, the annual accounts for the financial year ended on 31 March, 2026 have been prepared on a going concern basis;

e. the internal financial controls were followed by the Company and that internal financial controls are adequate and were operating effectively; and

f. proper systems were devised to ensure compliance with the provision of all applicable laws and the systems were adequate and operating effectively.

12. SECRETARIAL STANDARD

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

13. DECLARATION OF INDEPENDENT DIRECTOR(S)

The Company has received the necessary declaration(s) from both the Independent Director(s) in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid out in sub-section (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.

None of the Directors of the Company are disqualified from being appointed as Director as specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

14. MANAGEMENTS DISCUSSION AND ANALYSIS

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.

15. 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/designated persons / insiders. The Code requires pre-clearance for dealing in the Companys shares and prohibits dealing in the shares of the Company by the Directors / designated persons / insiders while in possession of unpublished price sensitive information and during the period when the Trading Window is closed.

16. EXEMPTION FROM CERTAIN PROVISIONS OF CORPORATE GOVERNANCE:

As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the specified corporate governance provisions are not applicable to a listed entity 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 aforesaid criteria, the specified corporate governance provisions are not applicable to the Company and, accordingly, a separate Report on Corporate Governance is not required to be included in the Annual Report.

17. 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 .

18. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES

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.

19. 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 to 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.

20. 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 affect the financial position of the Company.

21. POSTAL BALLOT

During the year under review, the Company conducted Postal Ballot(s) for the following matter(s):

A. Appointment of Independent Director(s) & reappointment of Manager The second consecutive terms of Mr. P. S. Ravishankar (DIN: 00016364) and Mr. Suresh Chand Sharma (DIN: 02435235) as Non-Executive Independent Directors concluded on 30 March 2025. Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board appointed Mr. Vikram Shastry (DIN: 09633011) and Ms. Pamela Srivastava (DIN: 10719897) as Non-Executive Independent Directors for the first term of five consecutive years from w.e.f. 31 March 2025 to 30 March 2030, subject to Members approval.Further, Mr. Sashi Sekhar Mishra (DIN: 03072330), who continues as a Director of the Company, completed his term as Manager on 30 March, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board approved his re-appointment as Manager for a further term of five years from 31 March, 2025 to 30 March, 2030, subject to the approval of the Members.The Board of Directors had appointed Mr. Nishant Rana, Proprietor of M/s Rana & Associates, Company Secretaries, as the Scrutinizer to oversee the Postal Ballot process in a fair and transparent manner. The remote e-voting facility was opened from 9:00 a.m. (IST) on Friday, 30 May 2025 to 5:00 p.m. (IST) on Saturday, 28 June, 2025. Upon completion of the scrutiny process, the Scrutinizer submitted his report to the Chairman on 30 June 2025. Based on the Scrutinizers Report, the results of the Postal Ballot were declared and all the resolutions were approved by the Members with the requisite majority.

B. Reclassification of Promoter Apollo Trading and Finance Private Limited, one of the Promoters of the Company, requested reclassification from the Promoter category to the Public Category under Regulation 31A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Board approved the request on May 28, 2025, subject to regulatory and shareholder approvals. The Company subsequently obtained BSEs no-objection on September 12, 2025, and shareholders approval through postal ballot process.The Board of Directors had appointed Mr. Nishant Rana, Proprietor of M/s Rana & Associates, Company Secretaries, as the Scrutinizer to oversee the Postal Ballot process in a fair and transparent manner. The remote e-voting facility was opened from 9:00 a.m. (IST) on Friday, 10 October, 2025 to 5:00 p.m. (IST) on Saturday, 8 November, 2025. Upon completion of the scrutiny process, the Scrutinizer submitted his report to the Chairman on 10 November, 2025. Based on the Scrutinizers Report, the results of the Postal Ballot were declared and the resolution for reclassification of Promoter was approved by the Members with the requisite majority.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

A. 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, Ms. Rita Gupta, Director, shall retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment in accordance with the provisions of Companies Act, 2013.

B. Change in Directors/KMPs There was no change in composition of the Board of Directors / Key Managerial Personnel(s) of the Company during the period under review.

C. 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.The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board Composition and structure, effectiveness of board process, information and functioning etc. The performance of the committee was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the structure of the committees, meetings and independency of the Committees etc.The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

23. COMMITTEES OF BOARD:

A. Audit Committee: 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.The Committee met 4 (Four) times during the Financial Year 2025-26 on 28th May, 2025; 12 August, 2025; 12th November, 2025 and 12th February, 2026. As on the date of this report, the Committee comprises of

: S. No.	Name of Director	Category	Designation
1	Mr. Vikram Shastry	Independent Director	Chairman
2	Ms. Pamela Srivastava	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

B. Nomination and Remuneration Committee: The Nomination & Remuneration Committee which was constituted on 31 March, 2015, was re-constituted on 12 February, 2019 and 29 March, 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, KMPs and other employees of the Company.The Committee met 4 (Four) times during the Financial Year 2025-26 on 28 May, 2025; 12th August, 2025; 12th November, 2025 and 12th February, 2026. As on the date of this report, the Committee comprises o

f: S. No.	Name of Director	Category	Designation
1	Mr. Vikram Shastry	Independent Director	Chairman
2	Ms. Pamela Srivastava	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

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

C. 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.The Committee met 4 (Four) times during the Financial Year 2025-26 on 28th May, 2025; 12th August, 2025; 12th November, 2025 and 12th February, 2026. As on the date of this report, the Committee comprises of

: S. No.	Name of Director	Category	Designation
1	Mr. Vikram Shastry	Independent Director	Chairman
2	Ms. Pamela Srivastava	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

D. Corporate Social Responsibility Committee: The Corporate Social Responsibility Committee was constituted on February 12, 2019, and was re-constituted on March 29, 2025. During the Financial Year 2025-26, the Committee met once on 28th May, 2025. As on the date of this report, the Committee comprises of

: S. No.	Name of Director	Category	Designation
1	Mr. Vikram Shastry	Independent Director	Chairman
2	Ms. Pamela Srivastava	Independent Director	Member
3	Mr. Sunil Kumar Shrivastava	Non-Independent Director	Member

The CSR Policy of the Company can be viewed at idmlimited.in . 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.

24. 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 Mechanism policy of the Company is available on the Companys website at the link: idmlimited.in .

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 complaint was received from any Whistle Blower .

25. MEETING OF INDEPENDENT DIRECTOR(S)

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate meeting of the independent directors was convened on 11th February, 2026 . Without the attendance of non-independent directors and members of management, inter alia, the independent directors discussed the following:

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

ii. Review the performance of the chairperson of the Company, taking into account the views of executive directors and non-executive directors;

iii. 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

iv. Review the responsibility of independent directors with regards to internal financial controls.

26. AUDITORS AND AUDITORS REPORT

Statutory Auditors Pursuant to the recommendation of the Audit Committee and the Board of Directors, the shareholders at the 47th Annual General Meeting of the Company held on 26th 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 47th Annual General Meeting till the conclusion of the 52nd Annual General Meeting to be held in the year 2029.The Auditors Report with notes to accounts are self-explanatory 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. Rohan Gupta, a qualified Chartered Accountant as the Internal Auditors of the Company for the financial year 2025-26.

Secretarial Auditor Pursuant to the recommendation of the Audit Committee and the Board of Directors, the shareholders at the 48th Annual General Meeting of the Company held on 30th September, 2025, approved the appointment of M/s Rana & Associates, Company Secretaries (Membership No. F10333) as the Secretarial Auditors of the Company, for a period of 5 (Five) consecutive years from the conclusion of the 48th Annual General Meeting till the conclusion of the 53rd Annual General Meeting to be held in the year 2030. The Secretarial Audit Report for the financial year ended 31 March, 2026 is enclosed as Annexure 3.The Secretarial Auditor in his report has mentioned that as per Regulation 6 (1) of SEBI (LODR) Regulations, 2015, Compliance Officer shall be an officer, who is in whole time 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.Management Response: The Management of the Company is committed 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 full-time 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 (Listing Obligations & Disclosure Requirements) Regulations, 2015.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

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 earnings and outgo during the year under review.

28. BOARD POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulations of certain policies for all listed companies. All our corporate governance policies are available on the website of the Company at www.idmlimited.in . The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

29. 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.

30. 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.

31. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has laid down a Risk Management Policy to inform Board Members about the risk assessment and minimization procedures. The Risk Management Policy of the Company is available on the Companys website at the link: idmlimited.in .

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013 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.

33. PUBLIC DEPOSITS

As on 31 March, 2026, 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.

34. 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.

35. 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 complaint regarding sexual harassment was received during the year under review and no complaint was outstanding.

36. DISCLOSURES UNDER THE MATERNITY BENEFIT

ACT, 1961

The Company currently has no female employees during the financial year ended 31st March, 2026, Further, all necessary statutory provisions for maternity benefits, including leave and medical bonuses (if applicable by employee strength), are in place.

The Company confirms its compliance with the Maternity Benefit Act, 1961, and related regulations.

37. 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.

38. OTHER DISCLOSURES

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

a) No application has been admitted against the Company under the Insolvency and Bankruptcy Code, 2016.

b) There was no instance of one-time settlement with any bank or financial institution.

c) 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.

d) 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.

e) 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 or raising of funds through preferential allotment or QIP.

f) 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 2025-26.

g) 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.

h) 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 2026-27 to BSE Limited.

i) During the year under review, the Company did not obtain any credit rating.

j) During the year under review, there was no buy-back of shares.

39. 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.

Place: New Delhi	By order of the Board For and
th
Date: 13 August, 2026	on behalf of Board of Directors
Sunil Kumar Shrivastava	Sashi Sekhar Mishra
Director	Director & Manager
DIN: 00259961	DIN: 03072330
Address: S-1/730, Sector-5,	Address: YB-355, Lane No. 16,
Vaishali, Ghaziabad -201012	Pocket-6 NTPC Anandam Society,
	Greater Noida (UP) - 201308