Invigorated Business Consulting Ltd Directors Report

Dear Shareholders,

Your Dir are pleased to present the 37 ectors ^th (Thirty Seventh) Annual Report, together with the Audited Financial

Statement of the Company for the financial year ended March 31, 2025 and the Auditors Report thereon.

Financial Results ( In Lacs)

Particulars	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024
Total Income	35.38	26.34
Profit/ (Loss) before write off, provisions & tax	(7.94)	(20.23)
Tax adjustment for earlier years	-	-
Profit/ (Loss) after Tax	(7.94)	(20.23)

Financial Highlights/ State of Company Affairs

The brief highlights of the Companys performance for the financial year ended March 31, 2025 are:

Total income of the Company for FY 2024-25 stood at 35.38 lacs against 26.34 lacs in FY 2023-24.

Profit/ Loss after Tax stood at (7.94) lacs against (20.23) lacs in FY 2023-24.

The gross income mainly comprises of interest income.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 (hereinafter referred as the ‘SEBI Listing Regulations), the below is the Management Discussion and Analysis provides a detailed analysis on the performance of business and their outlook:

(i) Industry Structure and Development

Consequent to the surrender of the license of Non-Banking and Finance Company, and in consonance with the directions received from Reserve Bank of India (RBI),, the Company has changed the business activities to provide advisory/ consultancy service. Your directors are exploring the possibilities of venturing into the above business activities.

(ii) Opportunities and threats

The business of the Company is consultancy/ advisory services. However, the Company is presently engaged recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company arising out of i earl ts NBFC business. Your directors are exploring the possibilities of venturing into consultancy/ advisory ier services areas. During the year, the Company has earned other income only.

(iii) Segment-wise or Product-wise Performance

The Company is engaged in the business of providing advisory/ consultancy service and reporting as a single segment. This is in accordance with the guiding principle provided in the Indian Accounting Standard on Segment

Reporting (IND AS - 108) issued by The Institute of Chartered Accountants of India.

The Company is also working towards the recovery of delinquent loan assets and settlement of old legal cases filed b against the Company. Your directors are exploring the possibilities of engaging in consultancy services. y/

(iv) Outlook

The Company is working towards the recovery of delinquent loan assets and settlement of old legal cases filed by/ again the Company. Your directors are also exploring the possibilities of engaging in the consultancy st services.

(v) Risks and Concerns

The Company is working towards the recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company. The management sees uncertainty in such settlements as the present functioning is only limited to recovery of delinquent loan assets. Your directors are exploring the possibilities of engaging in the consultancy services.

(vi) Internal Control Systems and their adequacy

The Internal Control Systems are in place to serve the existing operations of the Company.

(vii) Financial Performance

The loss for the year after write offs/ provisions etc. and tax amounts is 7.94 Lacs.

(viii) Material Developments in Human Resource and Industrial Relationss

There was no employee on rolls of the Company as on March 31, 2025. However, there were 3 (three) person on contractual.

(ix) Details of significant changes in key financial ratios, along with explanation therefor

Refer note no. 34 of the financial statement for the ratios. Further, interest coverage ratio was impacted due to interest/ dividend payment on 1% Redeemable Cumulative Preference Shares and decreased in loss.

(x) Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof

The Companys net worth continues to stand fully eroded.

Cautionary Statement

Statements in this Management Discussion and Analysis section describing the Companys objectives, projections, estimates and expectations, which may be ‘forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Companys operations are significant changes in political and economic environment in India, tax laws, and related costs.

Dividend

In view of losses suffered by the Company, no dividend has been considered for the financial year 2024-25.

Transfer to Reserves

During the financial year ended March 31, 2025, no amount (previous year: nil) was transferred to general reserves. Further, the movement in Reserves and Surplus is provided in note no. 11 of the financial statement.

Change in Share Capital

During the financial year 2024-25, there has been no change in the share capital of the Company.

Directors and Key Managerial Personnel

In accordance with the provisions of Companies Act, 2013 (hereinafter referred as the ‘Act) and Articles of Association of the Company, Mr. Kamal Sachdeva, Director, retires by rotation at the ensuing Annual General Meeting (hereinafter referred as the ‘AGM) and being eligible, offer himself for re-appointment.

During the financial year 2024-25, Mr. Arvind Kumar, was appointed as Company Secretary and Compliance Officer of the Company (Key Managerial Personnel), effective from April 29, 2024, however, he resigned from his position on October 29, 2024 due to his personal reasons and in his place Ms. Chakshoo Mehta was appointed as a Company

Secretary and Compliance Officer of the Company (Key Managerial Personnel) w.e.f. November 06, 2024. Further, Mr Ashok Kumar Behl has resigned from the position of Whole-time Director and Key Managerial Personnel . of the Company with effect from July 29, 2025, due to his pre-occupation in other professional assignment and in his place Mr. Parveen Kaushik, on the recommendation of Nomination and Remuneration Committee, has been appointed as an Additional Director designated as Whole-time Director of the Company, liable to retire by rotation, by the Board at its meeting held on July 29, 2025 for a period of 5 years subject to the approval of members at ensuing AGM. He is also appointed as the Chairman of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed under Section 149(6) of the Act and under Regulations 16 and 25 of SEBI Listing Regulations and there has been no change in the circumstances affecting their status as Independent

Directors of the Company. The Company has also received a declaration from all the Independent Directors that they ha r ve their names in the independent director data bank and pass/ exempt requisite proficiency test egistered conducted by Ministry of Corporate Affairs.

In the opinion of the Board, the Independent Directors of the Company are the persons of integrity, expertise and fulfill the conditions as per the applicable laws and are independent of the management of the Company. The P on Appointment and Remuneration of Directors and Members of Senior Management is annexed as olicy

‘Annexure A and forms an integral part of this Report.

Annual perfrmance evaluation of the Board, its committees, individual directors (including independent directors) and chairman pursuant to the provisions of the Act and the Corporate Governance requirements under SEBI Listing

Regulations have been carried out in accordance with the Policy. The process given in Corporate Governance Report, was followed by the Board for evaluation of its own performance and its committees, individual directors including Independent Directors and Chairman.

The details of programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company https://ibcl.ltd/ regulation-46.html. The brief r rationales and other details relating to the directors who are proposed to be appointed/ re- esumes, appointed, as required to be disclosed as per the provisions of the SEBI Listing Regulations/ Secretarial Standard are given in the Annexure to the Notice of the 37^th AGM.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as r equired to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows: -

A. Conservation of Energy

Your Company being engaged in advisory/ consultancy service and does not have any activity relating to conservation of energy.

B. Technology absorption: Not Applicable C. Foreign Exchange Earnings and Outgo

During the the financial year 2024-25, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.

Corporate Governance

Corporate Governance is about maximizing shareholders value, ethically and sustainably. At Invigorated Business Consulting Limited the goal of corporate governance is to ensure fairness for every stakeholder. Your Company believes that strong corporate governance is critical to enhancing and retaining investor trust. Your Company also endeavors to enhance long-term shareholder value and respect minority rights in all its business decisions. Your Company reaffirms its commitment to the good corporate governance practices and has adopted the Code of Conduct which has set out the systems, processes and policies conforming to international standards. Pursuant to Regulation 34(3) of the SEBI Listing Regulations, Corporate Governance Report and a Certificate regarding compliance of conditions of Corporate Governance from the Auditor are enclosed as ‘Annexure B and forms an integral part of this Report.

Further, other governance related disclosures are available on the website of the Company at https://ibcl.ltd/ regulation-46.html.

Corporate Social Responsibility (CSR)

The Company did not fall under any of the criteria of provisions of Section 135 of the Act. Hence, Company did not require to do CSR expenditure during the financial year 2024-25.

Holding, Subsidiaries, Joint Ventures and Associate Companies

Escorts Kubota Limited is the holding company of the Company. Further, the Company does not have any Subsidiary,

Joint Venture or Associate Company. Accordingly, the disclosures under Section 129(3) of the Act, and Rule 8(1) and 8(5)(iv) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

Further, Kubota Corporation is holding company of Escorts Kubota Limited.

Contracts and Arrangements with Related Parties

During the year, the Company has not entered into any contract/ arrangement/ transaction with any of its related parties.

The particulars of contracts or arrangements, with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is appended as ‘Annexure C to this report.

The Policy on materiality of related party transactions and dealing with related party transactions as provided by the Board may be accessed on the Companys website at https://www.ibcl.ltd/policies.html.

Your directors draw attention of the members to note nos. 36 and 37 to the financial statement which sets out related party disclosures.

Auditors and Auditors Report Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, the shareholders of the Company at the 34^th AGM held on September 30, 2022, had appointed M/s. Kapish Jain & Associates, Chartered Accountants, New Delhi (Firm Registration No. 022743N) as Statutory Auditors of the Company for a period of 5 years i.e. upto the conclusion of AGM to be held in the calendar year 2027.

The comments given by M/s. Kapish Jain & Associates, Chartered Accountants, Statutory Auditors, in their report read together with notes to Accounts for the FY ended March 31, 2025 are self-explanatory and hence, do not call for any further explanations or comments under Section 134 of the Act.

Secretarial Auditors

The Board had appointed M/s. Jayant Gupta and Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct the secretarial audit of the Company for the FY 2024-25.

However, due to sudden demise of Mr. Jayant Gupta, sole proprietor of M/s. Jayant Gupta and Associates on

November 12, 2024, the casual vacancy was created and the same was filled up by appointing M/s. Umesh Kumar and Associates as Secretarial Auditors of the Company for the FY 2024-25, to hold the office of the Secretarial

Auditors up to the conclusion of AGM to be held in the year 2025.

The Secretarial Audit Report of the Company as prescribed under Section 204 of the Act is enclosed herewith as ‘Annexure D and forms an integral part of this Report.

The S ecretarial Audit Report does not contain any qualification, reservation and adverse remarks and the comments given b the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further explanations y or comments under Section 204(3) of the Act.

Further, the Board at its meeting held on July 29, 2025, on recommendation of the Audit Committee, has recommended the appointment of M/s. SMD & Co., Practicing Company Secretaries (Firm Registration No. S2023HR924000), a peer-reviewed Firm of Company Secretaries as Secretarial Auditors of the Company for a term of five (5) consecutive years from the conclusion of ensuing AGM till the conclusion of the AGM to be held in the year 2030, for approval of the shar of the Company. The Company has received a certificate from M/s. SMD & Co., confirming that eholders their app ointment, if made, would be within the limits prescribed under SEBI Listing Regulations and that they are not disqualified for such appointment under the Act or SEBI Listing Regulations.

Further, pursuant to provisions of the Section 143(12) of the Act neither the Statutory Auditors nor Secretarial

Auditors ha reported any incident of fraud to the Audit Committee or the Board during the financial year 2024-25. ve

Cost Records

The Company is not required to maintain cost accounts and records as specified by Central Government under section 148(1) of the Act.

Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. However, the Company did not fall under the criteria of Regulation 21 of SEBI Listing Regulations. Hence, Company was not required to comply the risk management provisions.

Internal Financial Controls and its adequacy

The B has adopted policies and procedures for ensuring the orderly and oard conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Com has in place adequate internal financial controls including with reference to financial pany statement and for ensuring the orderly & efficient conduct of its business.

During the financial year 2024-25, such controls were tested and no reportable material weakness in the design or operation was observed.

Disclosures

Meetings of the Board

4 (f our) meetings of the Board of Directors were held during the the financial year 2024-25. For further details, please refer Report on Corporate Governance annexed as ‘Annexure B to this report.

Audit Committee

For constitution and other details of the Audit Committee, please refer Report on Corporate Governance annexed as

‘Annexure B to this report.

All the recommendations made by the Audit Committee were accepted by the Board.

Annual Return

The Annual Return for FY 2024-25* is available on the Companys website at www.ibcl.ltd/regulation-46.html. *Ensuing AGM related information i.e. attendance etc. to be updated after AGM.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.

The mechanism provides for adequate safeguards against victimization of effected Director(s) and Employee(s). In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Whistle Blower Policy is available on Companys website at www.ibcl.ltd/policies.html.

Registrar and Share Transfer Agent

The share transfer and related activities are being carried out by Alankit Assignments Limited, Registrar and Share

Transfer Agent (hereinafter referred as ‘RTA) from the following address: Alankit Assignments Limited

Alankit House, 4E/2,

Jhandewalan Extension,

New Delhi – 110055

Particulars of Loans given, Investments made, Guarantees given and Securities provided

During the financial year 2024-25, neither any loan and investment was made nor any guarantees and securities was provided. The details of investments as on March 31, 2025, is provided in note no. 5 to the financial statement.

Particulars of Employees

Since, there is no employee during the FY 2024-25, a statement showing the names of the employees in terms of remuneration drawn under section 197(12) of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as

‘Annexure E and forms an integral part of this Report.

Public Deposits

During the financial year 2024-25, the Company has not accepted/ renewed any deposit (as covered under Chapter

V of the Act) and no amount of principal or interest was outstanding as of the Balance Sheet date.

Investor Education and Protection Fund (IEPF)

During the financial year 2024-25, there was no amount required to be transferred to IEPF.

Material ChangesandCommitmentaffectingthe position financial

There ar no material changes affecting the financial position of the Company subsequent to the close of the financial year ended on March 31, 2025 till the date of this report.

Change in the Nature of Business

During the financial year 2024-25, there has been no change in the nature of business of the Company.

Prevention of Sexual Harassment

Your Dir further state that during the financial year 2024-25, there were no cases filed pursuant to the Sexual ectors

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the provision related to constitution of internal complaint committee is not applicable on the Company as the Company has no employee.

Maternity Benefit

Since, ther is no employee during the financial year 2024-25, the provisions of the Maternity Benefit Act, 1961, is not applicable.

Secretarial Standards

The Company is in compliance with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Application made or any proceeding pending under the Insolvency and Bankruptcy Code

As on the date of the Report no application is pending under the Insolvency and Bankruptcy Code, 2016 (‘IBC) and the Company did not file any application under IBC during the financial year 2024-25. Further, the Company has not made any one-time settlement.

Compliance by Large Corporate

Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular no. SEBI/

HO/DDHS/P/CIR/2021/613 dated August 10, 2021 read with updated circular dated April 13, 2022 and circular no.

SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, as such no disclosure is required in this regard.

Disclosure of Certain Type of Agreements Binding Listed Entity

Pursuant to Regulation 30A(2) of SEBI Listing Regulations, there is no agreement impacting the management or control of the Company or imposing any restrictions or creating any liability upon the Company.

Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards r with requirements set out under Schedule III to the Act, have been followed along with proper ead explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss of the Company for the financial year ended on that date; (iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts for financial year ended March 31, 2025 on a ‘going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 3. None of the Director of the Company, except Mr. Kamal Sachdeva and Mr. Parveen Kaushik, receive any remuneration or commission from any of holding company.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. However, members attention is drawn to note no. 22 to the financial statement which sets out information on Commitments and Contingencies.

5. Details of difference between amount of 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.

6. No political contribution made during the financial year 2024-25.

Acknowledgement

Your Directors place on record their sincere thanks to the Companys stakeholders, Bankers, Government Agencies,

Customers and Investors for their continued support.

For and on behalf of the Board of Directors

Invigorated Business Consulting Limited

 

Sd/-

Parveen Kaushik

Chairman and Whole-time Director

 

Place: Faridabad

Date: July 29, 2025