International Data Management Ltd Directors Report

To the Members

International Data Management Limited

The Board of Directors of the Company presents herewith the 47 Annual Report together with the Audited Accounts of the Company for the financial year ended 31 March, 2024.

1. FINANCIAL HIGHLIGHTS

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

(Rs. in Lacs)

Particulars	Financial Year Ended March 31, 2024	Financial Year Ended March 31, 2023
Total Income	0	0.06
Total Expenses	17.44	165.53
Profit/ (Loss)	(17.44)	(165.47)
Depreciation	0	0
Profit/ (Loss) Before finance Cost	(17.44)	(165.47)
Finance Cost	0	0
Profit/ (Loss) Before	(17.44)	(165.47)
Exceptional Items
Exceptional items	0	0
Profit/ (Loss) Before Tax	(17.44)	(165.47)
Tax Expense	0.03	0
Profit/ (Loss) After Tax	(17.47)	(165.47)

2. STATE OF COMPANYS AFFAIRS

During the year under review loss of Rs. 17.47 Lacs has been reported by the Company as against the loss of Rs. 165.47 Lacs 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 accumulated losses, the Board of Directors of the Company does not recommend any dividend for the financial year ended March 31, 2024.

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) and134(3)(a)

of the Companies Act, 2023 the Annual Return of the

Company is available on the website of the Company at https://idmlimited.in/annual-return/

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 2023-24, the Board met 5 (Five) times on the below mentioned dates:

I. 29 May, 2023

II. 10th August, 2023

III. 10 November, 2023

IV. 8 December, 2023

V. 12 February, 2024

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 K Shrivastava	5	5
Mr. Sashi Sekhar Mishra	5	5
Ms. Rita Gupta	5	5
Mr. P S Ravishankar	5	5
Mr. Suresh Chand Sharma	5	5

8. HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the financial year ended March 31, 2024, 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, as per the provisions of section 2(6) of the Companies Act, 2013.

9. SHARE CAPITAL: 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

10. DIRECTORS RESPONSIBILITY STATEMENT

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

i. in the preparation of the Annual Accounts for the financial year ended at 31 March, 2024; the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever applicable;

ii. 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, 2024 and of the loss of the Company for the said period;

iii. 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;

iv. in view of expected future business, the annual accounts for the financial year ended on 31 March, 2024 have been prepared on a going concern basis;

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

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

11. SECRETARIAL STANDARD

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

12. 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 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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, Mr. Sashi Sekhar Mishra, Director& Manager, 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.

B. There was no change in the composition of the Board of the Company during the year under review.

C. Formal Annual Evaluation: Pursuant to provisions of the Companies Act, 2013 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.

D. Key Managerial Personnel: During the year under review, there was no change in Key Managerial Personnel of the Company.

20. COMMITTEES OF BOARD:

A. Audit Committee:

The Audit Committee which was constituted on March 31, 2015, was re-constituted on February 12, 2019. 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 5 (Five) times during the Financial Year 2023-24 on29 May, 2023; 10 August, 2023; 10 November,

2023; 8 December, 2023 and 12 February, 2024. As on the date of this report, the Committee is comprises of:

Name of Director	Category	Designation
1 Mr. Suresh Chand Sharma	Independent Director	Chairman
2 Mr. P S Ravishankar	Independent Director	Member
3 Mr. Sunil Kumar Shrivastava	Director	Non-Independent Member

B. Nomination and Remuneration Committee:

The Nomination & Remuneration Committee which was constituted on March 31, 2015,was re-constituted on February 12, 2019. 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 for Directors, KMP and all other employees of the Company.

During the Financial Year 2023-24, the Committee met on 29 May, 2023 and 12th February 2024. As on the date of this report, the Committee comprises of:

Name of Director	Category	Designation
1 Mr. Suresh Chand Sharma	Independent Director	Chairman
2 Mr. P S Ravishankar	Independent Director	Member
3 Mr. Sunil Kumar Shrivastava	Director	Non-Independent 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.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 2023-24, the Committee met 4 (four) times on29 May, 2023; 27 September, 2023;

6 November, 2023 and 12 February, 2024. As on the date of this report, the Committee comprises of:

Name of Director	Category	Designation
1 Mr. Suresh Chand Sharma	Independent Director	Chairman
2 Mr. P S Ravishankar	Independent Director	Member
3 Shrivastava	Mr. Sunil Kumar Director	Non-Independent Member

D. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee was constituted on February 12, 2019. During the Financial Year

2023-24, the Committee met on 29 May, 2023. As on the date of this report, the Committee comprises of:

Name of Director	Category	Designation
1 Mr. Suresh Chand Sharma	Independent Director	Chairman
2 Mr. P S Ravishankar	Independent Director	Member
3 Mr. Sunil Kumar Shrivastava	Director	Non-Independent Member

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, 2021are set out in Annexure 2 of this Report.

21. 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 below link: https://idmlimited.in/policies/

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.

22. 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 on 12 February, 2024.

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.

23. AUDITORS AND AUDITORS REPORT

Statutory Auditors

The Members at the 45 Annual General Meeting of the Company held on 14 September, 2022, approved reappointment of M/s. Purushothaman Bhutani & Co., Chartered Accountants, New Delhi (FRN 005484N)as the Statutory Auditors of the Company for the further term of five years i.e. from the conclusion of 45 Annual General Meeting until the conclusion of 50 Annual General Meeting. M/s Purushothaman Bhutani & Co., Chartered Accountants resigned from the office of Statutory Auditor of the Company vide letter dated 10 November, 2023 due to pre-occupation in other assignments. There was no other material reason for resignation of statutory auditor.

The Members of the Company vide resolution passed through postal ballot process on 24 January, 2024 (the last date specified for remote e-voting) for which the voting results were declared on 25 January, 2024 approved the appointment of M/s. V. Nagarajan & Co., Chartered Accountants, (Firm Registration No. 004879N) to fill the casual vacancy in the office of Statutory Auditors of the Company caused by resignation of M/s Purushothaman Bhutani & Co., Chartered Accountants (FRN 005484N) to hold the office of Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting of the Company.

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.

Pursuant to the recommendation of the Audit Committee, the Board of Directors have considered, approved and recommended to the Members for their approval at the ensuing Annual General Meeting, 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 Annual General Meeting till the conclusion of the 52 Annual General Meeting to be held in the year 2029.

Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee, had appointed Mr. Ashish Mittal (M.No 518891) a qualified Chartered Accountant as the Internal Auditors of the Company for the financial year 2023-24.

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 2023-24 i.e. from

1 April, 2023 to 31 March, 2024. The Secretarial Audit report is annexed herewith marked as Annexure 3 to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

24. 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 earning and outgo during the year under review.

25. 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.

26. 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.

27. 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.

28. 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.

29. PUBLIC DEPOSITS

As on 31 March, 2024, 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

30. 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.

31. 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.

32. MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by Central Government under Section 148(1) of Companies Act, 2013 isnot applicable to the Company.

33. 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.

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 2023-24.

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 2024-25 to BSE Limited.

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

j) 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.

By order of the Board

For and on behalf of Board of Directors

Sd/-

Sunil K Shrivastava

Director

DIN: 00259961

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

Ghaziabad -201012

Sd/-

Sashi Sekhar Mishra

Director & Manager

DIN: 03072330

Address: YB-355, Lane No. 16, Pocket-6

NTPC Anandam Society,

Greater Noida (UP) - 201308

Place: New Delhi

Date: 12 August, 2024