Incap Ltd

To

The Members,

Your Directors have pleasure in presenting the Thirty Fourth Annual Report on the business and operation of the company and the Audited Financial Statements for the year ended 31^st March, 2024 together with Auditors' Report thereon.

1. FINANCIAL RESULTS :

The financial results for the year ended 31^st March, 2024 are summarized below:

(Rs. in Lakhs)

2. STATE OF COMPANY AFFAIRS :

During the year 2023-2024 your company achieved a turnover or Rs.1936.47 Lakhs against Rs.2105.90 Lakhs for the year 2022-2023 your company made a net profit of Rs.66.97 Lakhs during the year.

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS :

There are no material changes and commitments affecting financial position of the company between 31^st March, 2024 and the date of Board's Report.

4. EXTRACT OF ANNUAL RETURN :

A copy of the Annual Return as required under section 92(3) and section 134(3) (a) of the companies Act, 2013 has been placed on the company's website https://www.incaplimited.in/ uploadpdfs/mgt-7.pdf

5. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES / JV :

The company does not have any subsidiary, joint venture or associates company.

6. DIVIDEND :

The Board of Directors recommended for your consideration a dividend on equity share at 10% (Re.1.00 per equity share) for the year ended on 31st March, 2024. Total amount of outgo on account of these will Rs.51.33 Lakhs towards dividend. Payment of Dividend, as approved, shall be subjected to deduction of tax at source, and the net dividend, will be paid subject to the approval of shareholders in the Annual General Meeting.

Transfer of Shares in favour of Investor Education and Protection Fund (IEPF) Authority Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares on which dividends have not been claimed for 7 consecutive years were required to be transferred in favor of IEPF authority. During the year 2023-2024 there is no pending to transfer.

7. DIRECTORS :

Sri. P.Ram Rao having DIN : 00137511, retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointmnet.

Sri. C.Rakesh having DIN : 07688165, Independent Director re-appointment at the ensuring Annual General meeting and being eligible offers himself for appointmnet, Attention of the members is invited to the relevant items in the Notice of the Annual General meeting and the Explanatory statement thereto.

8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS :

The Independent Director has affirmed his compliance with the criteria for Independence as provided in Section 149(6) of the Companies Act, 2013

9. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :

For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and also taken into consideration recommendation, if any, received from any member of the Board. The committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection, appointment and remuneration of Directors & Senior Management.

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 (Listing Regulations).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board composition, process, dynamics, quality of deliberations, strategic discussions, and effective reviews, committee participation, governance reviews etc.

The Board and the Nomination and Remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as Transparency, Analytical Capabilities, Performance, Leadership, Ethics and ability to take balanced decisions regarding stakeholders.

The Board of Directors of your Company has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to ‘Reserves' for the Financial Year ended March 31, 2024.

The Board of Directors met 4 (Four) times on 24^th May, 2023, 29^th July, 2023, 30^th October, 2023 and 5^th February, 2024 dates during the financial year.

Your company strongly believes in providing a safe and harassment free workplace for each and every individual working for the company through various interventions and practices. It is the continuous endeavor of the management of the company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. During the year ended 31^st March, 2024, no complaints pertaining to sexual harassment was received by the Company.

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof, for the time being in force), M/s Umamaheswara Rao & Company, Chartered Accountants, (Firm Registration Number: 004453S) be and are hereby appointed as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of this 33rd Annual General Meeting ("AGM") till the conclusion of the 38th AGM to be held in the year 2028, at such remuneration plus out-of-pocket expenses and applicable taxes etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. A.N.Sarma & Co., Company Secretaries for conducting secretarial audit of the Company for the financial year 2023-2024. The Secretarial Audit Report (Form MR-3) is enclosed to this report. The remarks, qualification and reservation of Secretarial Auditor have been mentioned in the report.

The Company has not given loans, guarantees, securities and made investments during the year under review, as per the provisions of Section 186 of the he Companies Act, 2013.

All related party transactions that were entered during the financial year ended 31st March, 2024 were on an arm's length basis and were in the ordinary course of business.

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms a part of this report.

The company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the company. The same has also been adopted by your Board and is also subject to its review from time to time.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government.

The Internal Audit is conducted by a well experienced employee during the year under review and company is taking all necessary steps to appoint Internal Auditor as per the provisions of the Companies Act, 2013.

The provisions of Corporate Social Responsibility are not applicable to the Company under the provisions of the Companies Act, 2013

The Company has not accepted any deposit from the Public during the year under review, under the provisions of the Companies Act, 2013 and the rules framed thereunder.

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 (Listing Regulations), the Company has vigilance Mechanism comprising of Executive and Non Executive Promoter Directors.

Your company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations. Report on Corporate Governance is enclosed as Annexure "I" to this Report. Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under the Securities and Exchange Board of Inida (Listing Obligations and Disclosure requirements) Regulations, 2015 (Listing Regulations) is enclosed to this report.

The management discussion and analysis on the operation of the Company as prescribed under Securities and Exchange Board of Inida (Listing Obligations and Disclosure requirements) Regulations, 2015 (Listing Regulations) is enclosed as Annexure "II" to this report.

Pursuant to section 134 of the Act, the Directors, based on the representation received from the Directory hereby confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) They have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other regulations.

d) They have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

c. Foreign exchange earnings and outgo :

( Rs. in Lakhs )

No significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

Details / Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration to this Annual Report –

( Rs. in Lakhs )

Your company's certificate for quality systems under ISO 9001:2015 from APTS Quality Certification, Hyderabad and Environmental Management System ISO 14001:2015 for ODC Standards Certification, Hyderabad continues to be valid.

The cash flow statement in accordance with Accounting Standard and Cash Flow Statement (AS3) issued by ICAI is appended to this Annual Report.

The company's shares are listed on Bombay Stock Exchange Limited, Floor 25, P.J. Towers, Dalal Street, Mumbai – 400001. The annual listing fee to BSE Limited for the year 2023-2024 has been paid.

32. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company.

Company has complied with Secretarial Standards issued by Institute of Company Secretaries of India.

The particulars of the Employees who are covered by the Provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

Your Directors wish to express their grateful appreciation for the assistance and cooperation received from State Bank of India, Customers and Suppliers. Cordial relations prevailed during the year with all the employees. Your Directors wish to place on record their deep sense of appreciation of the valuable work done and cooperation extended by them at all levels.

Yours directors also wish to express their gratitude to investors for the continued faith reposed by them in the company.