IndiaNivesh Ltd

<dhhead>DIRECTORS’ REPORT</dhhead>

To,

The Members,

The Directors takes immense pleasure in presenting the 93^rd Annual Report of IndiaNivesh Limited together with the audited financial statements for the financial year ended 31 ^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The Company’s financial performance for the year under review along with previous year’s figure is given hereunder:

Amount (in hundred.)

2. STATE OF COMPANY’S AFFAIRS:

Our Company is a Non- Banking Finance Company (NBFC) registered with Reserve Bank of India (RBI) engaged in the business of Inter-Corporate Deposits, Short Term Financing and Bridge Loans, acquisition and management of Stressed Assets, Investment in shares and securities, quoted as well as unquoted including the business of providing corporate advisory and it is also holding investments in its subsidiaries and other Group/Associate Companies.

There has been no change in the business of the Company during the financial year ended 31^st March, 2024. i. Standalone Performance

1. Revenue from operations in the current year is Rs. (in hundred) 1,83,583.13/- in the current year as compared to Rs. (in hundred) 1,47,039.11/- in the previous year.

2. Net loss of the company in the current year is Rs. (in hundred) (2,03,398.19)/- as compared to the Net profit of Rs. (in hundred) 1,15,596.27/- in the previous year.

3. Earnings per share are Rs. (0.54) /- as compared to Rs. 0.31/- in the previous financial year. ii. Consolidated Performance

1. Revenue from operations in the current year is Rs. (in hundred) 5,86,858.57/- in the current year as compared to Rs. (in hundred) (1,45,561.26)/- in the previous year.

2. Net Profit / (loss) of the company in the current year is Rs. (in hundred) 2,53,061.73/- as compared to the Net Profit / (loss) of Rs. (in hundred) (2,91,810.39)/- in the previous year.

3. Earnings per share are Rs. 0.67/- as compared to Rs. (0.77)/- in the previous financial year.

3. MATERIAL CHANGES AND COMMITMENTS OCCURRED AFTER THE CLOSE OF THE YEAR:

There were no material changes and commitments occurred after the close of the period ended

March 31, 2024 till date of this report which affects the financial position of the Company.

4. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company’s website i.e., https://www.indianivesh.in/.

5. DIVIDEND:

In view to strengthen the financial position of the Company the Board of Directors of your

Company does not recommend any Dividend for the FY 2023-24.

6. AMOUNT TRANSFERED TO RESERVES:

During the year under review the company has not transferred any amount to reserves.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

In terms of Section the Companies Act, 2013, a sum of Rs. 4,380.54 lying with the Company as unclaimed dividend for the financial year 2016-17 (Final Dividend) i.e. for a period of seven years from the date they become due for payment transferred to the Investor Education and Protection Fund post completion of 7 years. Further, a sum of Rs. 22,471.3 lying with the Company as unclaimed dividend for the financial year 2017-18 (Final Dividend) a period of seven years from the date they become due for payment has not been lapsed yet, the amount will be transferred to the Investor Education and Protection Fund once due.

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting,

Audit, Transfer and Refund) Rules, 2016, the Company has filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company with the Ministry of Corporate Affairs.

8. TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) ACCOUNT:

According to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more will be transferred to the demat account of the IEPF Authority.

9. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has following subsidiaries, joint ventures or associate companies.

No company has become or ceased to be the Company’s subsidiaries, joint ventures or associate companies during the year under review.

Further, a statement containing the salient features of the financial statement of subsidiary in the prescribed format AOC1 is appended as "Annexure I" to the Board’s report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

10. MATERIAL CHANGES AND COMMITMENTS:

During the financial year under review, there are no other material changes and commitments, affecting the financial position of the Company, which have occurred during the period under review.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:

The provisions of Section 186 of the Act pertaining to investment and lending activities is not applicable to the Company, since the Company is a Non-Banking Financial Company whose principal business is acquisition of securities.

Details of guarantees and/or security in connection with loans to other bodies corporates or persons as covered under the provisions of Section 186 of the Act, are given in the Notes to the Financial Statements.

12. PARTICULARS OF CONTRACTS AND ARRANGEMENT ENTERED WITH RELATED PARTIES:

The Company has laid down Related Party Transaction Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transaction as approved by the Board is uploaded on the Company’s website at www.indianivesh.in.

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the audit committee and the Board of Directors. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. Details of the transactions with Related Parties are provided in the accompanying financial statements of the Company. Form AOC-2 pursuant to Section 134(3)(h) of the Companies

Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure II to this Report.

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accosting records. The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. The Company follows all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

14. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The constitution of the Board of Directors is in accordance with Section 149 and 152 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. During the year under review, following changes were made in the composition of the Board of Directors and Key Managerial Personnel of the Company.

1. Mr. Rajesh Nuwal re-appointed as Managing Director of the Company for a further period of

3 (three) years, on expiry of his present term of office i.e. with effect from 29 ^th June, 2023.

2. Mrs. Neelam Tater, Director of the Company resigned as Director, w.e.f. 24^th January 2024.

15. SHARE CAPITAL:

The details of Share capital of the Company are as under:

During the financial year under review, the issued, subscribed and paid-up share capital of the

Company as on March 31,2024, stood at Rs. 3,77,50,000/- (Rupees Three Crores Seventy-Seven Lakh Fifty Thousand) divided into 3,77,50,000 equity shares of the face value of Rs. 1/- (Rupees One) each.

16. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES: I. BOARD OF DIRECTORS:

The composition of the Board as on 31^st March, 2024 is in conformity with the provisions of the Companies Act, 2013.

During the financial year 2023-24 there were 08 (Eight) Board Meetings were held by the

Company on 30^th May, 2023, 29^th June 2023, 11^th August, 2023, 28^th August, 2023, 02^nd September, 2023, 09^th November, 2023, 14^th February 2024 and 20^th February 2024. The intervening gap between the meetings was as prescribed under the Companies Act, 2013.

Attendance of Directors at Board Meetings held during the FY 2023-2024:

* Mrs. Neelam Tater, Director of the Company resigned as Director, w.e.f. 24^th January 2024. * Mr. Kausik Jashwantlal Shah has been appointed as Director, w.e.f. 22^nd April, 2024.

II. COMMITTEES OF THE BOARD

The Committees of the Board play a vital role in the governance structure of the Company and help the Board of Directors in discharging their duties and responsibilities. The Committees have been constituted to deal with specific areas/activities, which concern the Company. The Committees are set with clearly defined roles and goals, which are crucial for the smooth functioning of the Company. The Board is responsible for the action of the Committees. The Chairman of the respective Committees inform the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meetings of all the Committees are placed before the Board for review.

There are currently three Committees of the Board, as follows: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee

Below are the details of all the Committees along with their compositions, and meetings held during the year:

A. AUDIT COMMITTEE

Pursuant to provisions of Section 177 of the Companies Act, 2013, during the financial year under review the Audit Committee met Five times on 30^th May, 2023, 11^th August, 2023, 28^th August 2023, 09^th November 2023 and 14^th February, 2024.

I. Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit

Committee reviews reports of the internal auditor, financial performance and meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

II. Composition of the Audit Committee:

The Members of the Audit Committee are financially literate and have requisite accounting and financialmanagement expertise. The Audit Committee Policy of the Company is hosted on the Company’s Website at https://www.indianivesh.in/

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under review, the Nomination and Remuneration Committee met twice on on 29^th June, 2023 and 02^nd September, 2023.

I. Terms of Reference/Policy:

On recommendation of the Nomination and Remuneration Committee the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

Composition of Nomination and Remuneration Committee is as follows:

The Company has Nomination and Remuneration policy, which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is hosted on the Company’s Website at: https://www.indianivesh.in/

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under review, the Stakeholders Relationship Committee met four times on 30^th May, 2023, 11^th August 2023, 09^th November 2023 and 14^th February 2024.

I. Terms of Reference/Policy:

Apart from all the matters provided under section 178 of the Companies Act, 2013.The Stakeholders Relationship Committee reviews the complaints received from the stakeholders of the company as and when required and discusses their findings, suggestions, observations and other related matters.

II. Composition of the Stakeholders Relationship Committee:

The Stakeholders Relationship Committee Policy of the Company is hosted on the Company’s Website at: https://www.indianivesh.in/

17. DIRECTOR’S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013: i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii) That such accounting policies selected 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 at the end of the financial year and of the profit of the Company for that period; iii) That proper and sufficient care 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 irregularities; iv) That they have prepared the annual accounts on a going concern basis; v) Proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; vi) That proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director of the Company stating that: (i) They meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; and

(ii) As required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of

Directors) Rules, 2014 they have registered their names in the Independent Directors’ Databank maintained by the Indian Institute of Corporate Affairs.

Based on the declarations received from the Directors, the Board confirms, that the Independent conditions as specified under Schedule V of the Listing Regulations and are Directorsfulfil independent of the management.

(including the proficiency) of the Independent Directors appointed during the year:

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that the Independent Director is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company. Regarding proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the institute, as notified under sub-section (1) of section 150 of the Act, the

Board of Directors have taken on record the information submitted by Independent Director that he/she has complied with the applicable laws.

19. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

20. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder all the Independent Directors of the Company met once without the attendance of Non-Independent Directors and Members of the Management.

The Non-Executive Independent Directors of the Company met on 31^st March, 2024. During the said meeting, the following points were discussed:

• The performance of Non-Independent Directors and the Board as a whole.

• The performance of the Chairman of the Company taking into account the views of Executive Director and Non-Executive Directors.

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 its duties.

All the Non-Executive Independent Directors were present throughout the meeting. They expressed their satisfaction on the governance process followed by the Company as well as the information provided to them on a timely basis.

21. PERFORMANCE EVALUATION:

Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework under which evaluation of the performance of Board as a whole, its committees and the individual directors was carried out. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director. The Nomination and Remuneration Committee has approved the Policy relating to evaluation of every director’s performance. Accordingly, evaluation of all directors was carried out.

22. VIGIL MECHANISM:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company’s website at https://www.indianivesh.in/

23. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company’s businesses. Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management Policy for all its business divisions and corporate functions and the same have embraced in the decision making to ease the risk involved. Key business risks and their mitigation are considered in day-to-day working of the Company and also in the annual/strategic business plans and management reviews.

24. REMUNERATION OF DIRECTORS AND EMPLOYEES:

Disclosure comprising particulars with respect to the remuneration of directors and employees, as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - III to this Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - III to this Report.

25. AUDITORS & AUDITORS REPORT:

The matters related to Auditors and their Reports are as under: i. STATUTORY AUDITORS

M/s. C A S & Co. Chartered Accountants (Firm Reg. No. 111075W) were appointed as statutory auditors of the Company for 5 years [i.e., from the conclusion of this Annual General Meeting ‘AGM’ till the conclusion of the Annual General Meeting to be held in the FY 2024-25. The Board of Directors in the Notice of 93^rd Annual General Meeting have proposed to re-appoint the Statutory Auditors for another term of 5 years, subject to the approval of the Members. The observation of the Statutory Auditors, when read together with the relevant notes to the accounts and the accounting policies are self-explanatory and does not call for any further comment. ii. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^ST MARCH

2024:

The auditor’s report for the financial year ended 31st March, 2024 contains qualification, reservation or adverse remark and therefore and explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 as mentioned below:

iii. FRAUD REPORTING

During the year under review, there were no instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

26. SECRETARIAL AUDITOR:

The Secretarial Auditor, M/s. Jajodia & Associates, Practicing Company Secretary in practice, (COP No. 19900), has issued Secretarial Audit Report for the Financial Year 2023-24 pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as "Annexure IV" and forms part of this Report.

The Company is in compliance with the Secretarial Standards specified by the Institute of

Company Secretaries of India.

27. INTERNAL AUDITORS:

The Company has not obtained the Internal Audit Report for the financial year ended March 31,

2024.

28. MAINTENANCE OF COST RECORDS:

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required pursuant to the provisions of Schedule V of the SEBI Regulations forms part of this Annual Report.

30. CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company as prescribed by SEBI in Chapter IV read with Schedule V of Listing Regulations together with a Certificate from Jajodia & Associates, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT:

M/s. Jajodia & Associates Practicing Company Secretaries have submitted Annual Secretarial

Compliance Report for the financial year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars / Guidelines issued thereunder and the same was submitted to stock exchange.

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :-

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2015 in respect of conservation of energy, technology absorption, etc. are as mentioned below: -a) Conservation of Energy:

b) Technology Absorption:

c) Foreign Exchange Earnings and Outgo:

There were no foreign exchange earnings and outgoings during the year under review.

33. DEPOSITS:

The following details of deposits, covered under Chapter V of the act: (a) Deposits accepted during the year; - Nil (b) Remained unpaid or unclaimed as at the end of the year; - Nil

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the amount involved-i. At the beginning of the year; - Nil ii. Maximum during the year; - Nil iii. At the end of the year; - Nil (d) The details of deposits which are not in compliance with the requirements of Chapter. – Nil

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

35. 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 and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

36. CORPORATE SOCIAL RESPONSIBILITY:

Since the CSR norms are not applicable to the Company, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

37. EMPLOYEE REMUNERATION:

During the period under review, the details of employees in receipt of remuneration pursuant to section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company as no employee has drawn any remuneration above the limits specified therein.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

39. 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: I. Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

III. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

IV. Neither the Managing Director nor the Whole -time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

V. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

VI. The provisions of Section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under Section 148(1) of the Act.

40. GREEN INITIATIVE:

Electronic copies of the Annual Report 2023-24 and the Notice of the AGM are sent to all members whose email addresses are registered with the Company / Depositary Participant(s).

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

During the period under review there are no such application made or no such proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

42. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thanks all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.