Videocon Industries Ltd

(For the Financial Year 2023-24)

To,

The members,

Pursuant to an application filed before the Hon'ble National Company Law Tribunal, Mumbai (“NCLT” / “Adjudicating Authority”) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“IBC” / “the Code”) against Videocon Industries Limited (“Corporate Debtor”) / “the Company”), the Adjudicating Authority had admitted the application for the initiation of the corporate insolvency resolution process (“CIRP”) of the Corporate Debtor vide an order dated June 6, 2018 and appointed Mr. Anuj Jain as the insolvency resolution professional (“CIRP Commencement”).

Thereafter, separate applications were filed by State Bank of India (on behalf of all the financial creditors) and Mr. Venugopal Dhoot (one of the promoters of the Videocon group) for the consolidation of the Corporate Debtor along with other group companies. The Adjudicating Authority, vide its order dated August 8, 2019, allowed State Bank of India's application by, inter alia,

(i) allowing the consolidation of the CIRP of the Corporate Debtor with that of 12 other Videocon group companies (collectively referred to as the “Corporate Debtors”, “Videocon Group Entities” and

(ii) appointing Mr. Ma bender Kumar Khandelwal as the insolvency resolution professional for the Videocon Group Entities.

Subsequently, the first meeting of the consolidated committee of creditors of the Corporate Debtors (“CoC”) was held on September 16, 2019. At the first meeting of the CoC, the CoC approved the name of Mr. Abhij it Guhathakurta as the resolution professional for the Videocon Group Entities, including the Corporate Debtor in place of Mr. Mahender Kumar Khandelwal. Mr. Abhij it Guhathakurta's appointment as the resolution professional of the Videocon Group Entities (“Resolution Professional”, “RP”) was approved by the Adjudicating Authority vide its order dated September 25, 2019. A copy of the said order of the Adjudicating Authority was made available to the Resolution Professional on September 27,2019 when the same was uploaded on the website of the Adjudicating Authority.

On and from the date of publication of toe aforesaid order, the powers of the board of directors of the Corporate Debtor stood vested in the Resolution Professional.

Thereafter, CoC had approved the resolution plan submitted by Twin Star Technologies Limited (the “Resolution Plan”), by passing the requisite resolution with 95.09% majority/voting share in accordance with the provisions of Section 30(4) of the Code. The said Resolution Plan, as approved by the CoC, had been filed with the NCLT in accordance with the Section 30(6) of the Code for its approval on December 15, 2020. Further, NCLT vide order dated June 08, 2021 (“Approval Order”), approved the resolution plan submitted by Twin Star Technologies Limited (“Approved Plan”).

In terms of the Approved Plan, a steering committee had been constituted (“Steering Committee”). The Steering Committee in its meeting held on June 18, 2021 had appointed the Resolution Professional, Mr. Abhijit Guhathakurta, as the interim manager of the Corporate Debtors (“Interim Manager”), for undertaking the management and control the Company, from the date of Approval Order till the completion of the implementation process on the Closing Date (as provided under the Approved Plan).

However, pursuant to the appeals filed by three dissenting financial creditors (among others) before the Hon'ble National Company Law Appellate Tribunal, New Delhi (the “NCLAT”), the Hon'ble NCLAT, vide its order dated July 19,2021 in the said Appeals (the “Stay Order”), inter-alia stayed the operation of the Approval Order till the next date of hearing and ordered the maintenance of status quo ante as before passing of the Approval Order. Further, as per the Stay Order, the Resolution Professional was directed to continue to manage the 13 Videocon Group Entities as per the provisions of the Code till the next date of hearing.

Later on, the NCLAT vide its final order dated January 05, 2022 set aside the Approval Order and remitted back the matter to the COC for completion of the process relating to CIRP in accordance with the provisions of the Code (the, “NCLAT Final Order”). Subsequently, pursuant to the NCLAT Final Order, the COC in their meeting held on January 12, 2022, decided to invite afresh expressions of interest for submission of a consolidated resolution plan for Corporate Debtors in accordance with 1BC and CIRP Regulations.

However, Twin Star Technologies Limited challenged the NCLAT Final Order in Civil Appeals bearing numbers 509, 512 and 894 of 2022 before the Hon'ble Supreme Court (“SC Appeals”). The SC Appeals were listed on February 14, 2022, on which date, the Hon'ble Supreme Court made oral remark to the Resolution Professional and COC to not proceed further with the CIRP of the Corporate Debtors till any further orders in subsequent hearings. Pursuant to these oral remarks of the Hon'ble Supreme Court, the status quo is being preserved in the current CIRP of Corporate Debtors till further orders/directions of the Hon'ble Supreme Court. Therefore, the Resolution Professional continues to manage the Videocon Group Entities (including the Company), as per the provisions of the Code. As a result, the powers of board of directors of the Corporate Debtor are being exercised by the Resolution Professional in terms of provisions of Section 25 of the Code.

At the time of commencement of CIRP, there were three (3) Directors on the board of the Company,

(i) Mr. Venugopal Nandlal Dhoot,

(ii) Mr. Subhash Shamsunder Dayama and

(iii) Mrs. Sarita Sanjay Surve, collectively referred to as the ‘Erstwhile Directors'. Post commencement of CIRP, the members at the general meeting held on December 17, 2018 had dissented the resolution for the appointment of Mr. Venugopal N Dhoot as director of the Company on account of majority of the Promoters, Promoters' Group and person acting in concert dissenting to the said resolution i.e., voting against the resolution. However, the committee of creditors of the Company has not approved the resultant change in the management of the Company as required in terms of the Section 28 of the Code, in light of the ongoing CIRP of the Company. Thus, Mr. Venugopal Dhoot continues to be designated as a Director of the Company.

After appointment of Mr. Abhijit Guhathakurta as the Resolution Professional of the Company, the Company started examining and effectuating applicable outstanding compliances, by collating and verifying various data of the Company. During such examination of details, the Company became aware that Mr. Subhash Shamsunder Dayama had incurred disqualification u/s 164(2) of the Companies Act, 2013 (the “Companies Act”). Also, Mrs. Sarita Sanjay Surve, resigned from the directorship of the Company w.e.f. June 27, 2022 which was placed before the CoC for its consideration. The relevant DIR-12 forms for cessation of their directorship could not be filed with Ministry of Corporate Affairs (“MCA”) because of the technical difficulties on the MCA portal as the number of available directors falls below the minimum requirement of 3 directors. It is clarified that the aforesaid directors continued to be responsible for the affairs of the Company up to the date the Company recognized their disqualification/vacation.

The Resolution Professional with the necessary approval of the COC, had also appointed Mr. Satish Motilal Totala as the Whole-Time Director of the Company w.e.f. October 5, 2020 for the purpose of complying with statutory requirements under the Companies Act and the Company had filed e-form DIR-12 to that effect. As the Company was under CIRP his tenure was extended for a further period of one (1) year with effect from October 05, 2022, on the same terms and conditions.

It may also be noted that Mr. Satish Motilal Totala and Mr. Venugopal N Dhoot have incurred disqualification under section 164(2) of the Companies Act from October 31, 2022 due to the non-filing of financial statements and annual return of the Company for the last three financial years i.e. for the financial year 2019-20, 2020-21 and 2021-22. However, in terms of the first proviso to section 167(l)(a) of tine Companies Act the said Directors did not vacate their office in the Company. Mr. Satish Motilal Totala ceased to be the whole time director of the Company with effect from 5^th October 2023 consequent to completion of his tenure.

Further, the Resolution Professional with the necessary approval of the CoC, has also appointed Mr. Babubhai D. Vaghela (DIN: 10301042) and Mr. Sanjay Palecha (DIN: 10301038) as Whole Time Directors of the Company for a period of 1 (One) Year w.e.f. September 14, 2023, for the purpose of complying with statutory requirements under the Companies Act, and the Company had filed e-form DIR-12 to that effect. Thereafter Mr. Amol Ashok Mandlik (DIN 10367846) and Mr. Kalidas Vishnu Jadhav (DIN 10367847) were appointed as the Whole-time Directors w.e.f. October 31, 2023 and the Company had filed eform DIR 12 to that effect.

Thus, presently there are 5 (Five) Directors on the suspended board of the Company namely Mr. Venugopal Nandlal Dhoot, Mr. Babubhai Dolatsinh Vaghela, Mr. Sanjay Kumar Palecha, Mr. Amol Ashok Mandlik and Mr. Kalidas Vishnu Jadhav.

In relation to Key Managerial Personnel, Ms Sujata Giridhar Parab was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. January 8, 2024. Ms. Samridhi Kumari who was appointed as the Company Secretary and Compliance Officer of the Company has resigned from her office w.e.f. August 31, 2023. Further, while the tenure of Mr. Venugopal Nandlal Dhoot as Managing Director and Chairman of the Company had ended on August 31, 2020, he continues to be designated as the Chief-Executive Officer of the Company in terms of his appointment on November 16, 2016.

Further, requisite financial statements of the Subsidiaries, Joint Ventures and Associates are also not made available to the Company for preparing consolidated financial statements. In this regard, the Resolution Professional has also filed an application with Hon'ble NCLT under section 19 of the Code seeking co-operation from promoters and erstwhile management of the Company. Considering the uncertainty about the receipt of the financial statements of the subsidiaries, joint ventures and associates, the Company, in partial compliance and as a part of good governance practices, has decided to convene the Annual General Meeting basis the Standalone Financial Statements.

Pursuant to consolidation of CIRP of Videocon Group Entities, due to limited availability of resources, the accounting and secretarial compliances of Videocon Group Entities (including the Corporate Debtor) are being collectively managed by employees, officials and consultants of Videocon Group Entities (hereinafter referred to as “Group Resources”).

The standalone audited statement of Profit and Loss for the financial year ended on March 31, 2024 and the Balance Sheet as at date together with the Cash Flow Statement Mid notes and annexures thereto; and the Reports of the Directors (the “Financial Statements”) have been prepared by the Group Resources and accordingly, basis the confirmation provided by the Group Resources of the veracity and reliability of these Financial Statements, these Financial Statements have been taken on record and signed by Mr. Abhijit Guhathakurta, the resolution professional of the Company, subject to the following disclaimers:

i. The RP has assumed control of Corporate Debtor from with effect from September 27, 2019 and therefore was not in control of the operations or the management of the Corporate Debtor for the period prior to his assumption of office. On this account, RP does not have any visibility as to the matters that transpired prior to the date of his assumption of office as the RP of the Company and is not in a position to independently verify or ascertain the matters as stated or reported in the said Financial Statements and/ or accompanying documents in respect of matters prior to the date of his assumption.

ii. These Financial Statements are being furnished in good faith and accordingly, no suit, prosecution or other legal proceeding shall lie against the RP in terms of Section 233 of IBC. Further, pursuant to Regulation 39(7) of the Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 ("CIRP Regulations”), RP should be protected against any actions of the Corporate Debtor prior to assumption of his office. RP disclaims any liability whatsoever on account of signing these Financial Statements.

iii. No statement, fact, information or opinion contained herein should be construed as a representation or warranty, express or implied, of the RP including, his authorized representatives and advisors.

iv. These Financial Statements have been prepared solely on the basis of confirmations, representations and statements made by the Group Resources. The RP has assumed that all information and data as provided by Group Resources in the Financial Statements are in conformity with applicable laws with respect to the preparation of the Financial Statements and is true and correct. Accordingly, the RP is not making any representations regarding accuracy, veracity or completeness of the data or information in the Financial Statements. In any case, considering that the said Financial Statements relate to certain matters prior to RP's incumbency, RP is not in a position to either independently verify such matters as stated herein nor to make any representation or warranty in relation to these aspects.

v. As it was explained in financial statements for FY 19-20, the Group Resources and the RP (including his team) had relied on the balances reflected in available accounts / ledgers/ trial balance as on March 31, 2019, without going into the merits of such balances outstanding towards such accounts / ledgers. Since these matters pertain to period prior to assumption of his office, the RP is constrained to rely on these materials on as is basis, without being able to independently verify' or ascertain matters in relation to the same. No adjustments have been made to such accounts / balances except for giving effect to the transactions entered subsequently from April 1, 2019.

vi. These Financial Statements have been prepared and are being finalized solely for the purposes of compliance of the Company in terms of applicable law. Considering that currently the pre-CIRP director is not cooperating with the RP, the RP is signing these Financial Statements merely for this limited purpose of achieving compliance status of the Company in terms of applicable law.

vii. This matters as contained in these Financial Statements (including the opening balances) continue to be subject to the look-back period as prescribed under IRC for avoidance transactions. In this regard, RP in compliance of his duties under the IBC had reported certain transactions to be declared as void and set aside by the Hon'ble Adjudicating Authority in exercise of its powers under Chapter III and Chapter IV of the IBC. Adjustments, if any, for such transaction(s) may be made upon further directions from NCLT and/or upon any order being passed by NCLT. Mere affixation of signatures by RP on these Financial Statements should not be construed as conflicting or diluting in any manner such proceedings which are lodged or may be lodged by the RP against the concerned persons for matters discovered as within the ambit of avoidance transactions under Section 43,45, 50 & 66 of the IBC.

viii. There are ongoing investigations against Videocon Group Entities by different government agencies, including Serious Fraud Investigation Office (“SFIO”) and Directorate of Enforcement (“ED”). Merely by affixation of signatures by RP on these Financial Statements, RP cannot be said to have any cognizance or knowledge of matters contained herein which pertain to period prior to assumption of his office. RP is signing these financials, fully relying in good faith upon these financials as prepared by Group Resources. Accordingly, merely by affixation of signatures by RP on these financials in good faith, no proceedings can be initiated, nor RP be implicated in ongoing proceedings for matters contained herein which relate to period prior to his incumbency.

ix. The Resolution Professional has filed applications with Hon'ble NCLT under section 19 of the Code seeking co-operation from promoters and erstwhile management of the Company, for providing various data, including those that are required for preparing Financial Statements and data requested by various investigating agencies. The requested data is still not made available to be Resolution Professional except fur certain minutes of Meeting of Board of Directors, Committees and Members, which were received through the office of Serious Fraud Investigation Office. Accordingly, without prejudice to matters contained hereinabove, RP could not in any event have independently verified all the information contained in the Financial Statements.

The 34^th Annual Report of the Company together with the audited statements of accounts for the year ended March 31, 2024 is presented herein below:

The financial performance of the Company, for the financial year ended on March 31, 2024 is summarized below:

(Rs. in Million)

During the year, on account of the Company being into CIRP and various constraints and complexities, the operations were impacted.

The MCA, vide its notification in the Official Gazette dated February 16, 2015 has issued Companies (Indian Accounting Standards) Rules, 2015. Accordingly, in compliance with the said Rules, the Financial Statements of the Company for the Financial Year 2023-24 have been prepared as per Indian Accounting Standards, subject to the necessary clarifications explained elsewhere in this report and in Notes to the Accounts.

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

The Company has complied with the corporate governance requirements under the Companies Act, and as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR)”) to the extent practically possible and feasible in view of various constraints and complexities on account of the Company being into CIRP. A separate section on Corporate Governance under SEBI (LODR) along with a certificate from the Company Secretary in whole time practice confirming the compliance is marked as ‘Annexure- 1' and forms part of this Directors Report.

As the Company is admitted under CIRP, no dividend is recommended for the financial period ended March 31, 2024.

As the Company is admitted under CIRP, the Company do not propose to transfer any amount to the General Reserves.

In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Companies Act and as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), the Company has not transferred any amount to the Unclaimed and Unpaid account pertaining to the financial year ended on 31^st December, 2014. As a matter of clarity, the dividend declared for the financial period ended 01st July 2013 to 31^st December 2014), declared at the AGM held on June 27, 2015 was due for transfer in FY 2022-23.

The Company is also in the process of transferring the shares in respect of which dividend is unclaimed or unpaid for 7 consecutive years and which were due for transfer to IEPF under the provisions of Section 124 of the Companies Act read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

During the year under review, the Company has not issued/ allotted any Equity Shares.

Your Company has not accepted any Fixed Deposit within the meaning of Chapter V of Section 73 of the Companies Act read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Apart from the developments in the ongoing CIRP of the Company, which has been explained before in this report, there were no other material changes and commitments affecting the financial position of the Company which occurred after the balance sheet date and as at the date of signing of this report.

The Company has not extended any new Loans, Guarantees or Investments in terms of Section 186 during the financial year. Accordingly, the disclosures pursuant to Section 134(3)(g) read with Section 186 of the Companies Act and Schedule V of the SEBI (LODR), are not applicable.

Pursuant to the provisions of Section 28 of the Code, the Company can enter into related party transactions during CIRP period only after the approval of the CoC. During the year under consideration, the RP had after his assumption of office taken requisite approvals from the CoC, wherever required, for entering into related party transactions as required under the Code.

Further, since Videocon Group Entities are under a group insolvency, for enhancement of value of the Videocon Group Entities as a whole, it was agreed in the 3^rd consolidated CoC by all CoC members that the funds of Videocon Industries Limited (VIL) should be used for meeting shortfall in the fixed costs of the other 12 companies under consolidated CIRP as well as for meeting operational gap for productive business activities. The members of CoC had unanimously authorized the RP to utilize funds of VIL on a need-based basis for meeting the shortfall in fixed costs of other 12 group companies and also for meeting any operational requirements for carrying out business / manufacturing activities in these companies with an overall objective to maintain going concern nature, ensure continued business operations and in order to maximize value of the assets of Videocon Group Entities. However, this should not be treated as the additional lending in terms of the provisions of the Companies Act.

There are no other related party transactions made by the Company which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.

The disclosure, in terms of Section 134(3)(h) of the Companies Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable.

The Policy on Related Party Transactions, as formulated prior to CIRP Commencement by the erstwhile management, is uploaded on the website of the Company at the following URL

https://wvvw.videoconindiistriesltd.com/Documents/Related%20PQrtv%20Transaction%20Policy.pdf

However, since the Company is undergoing consolidated CIRP with 12 other Videocon group entities, the said policy may not be relevant and applicable to the Company as on date, especially in relation to the transactions inter se other group entities undergoing consolidated CIRP.

There is no change in the subsidiaries, joint ventures and associates during the year. As on March 31, 2024, your Company has following subsidiaries, joint ventures and associates namely:

1. Electroworld Digital Solutions Limited (Formerly: Videocon International Electronics Limited),

2. Jumbo Techno Services Private Limited,

3. Pipavav Energy Private Limited,

4. Prosperous Energy Private Limited,

5. Senior Consulting Private Limited,

6. Videocon Australia WA-388-P Limited,

7. Videocon Brasil Petroleo Ltda.,

8. Videocon Easypay Private Limited (Formerly: Datacom Telecommunications Private Limited),

9. Videocon Electronics (Shenzhen) Limited,

10. Videocon Energy Brazil Limited,

11. Videocon Energy Limited,

12. Videocon Global Limited,

13. Videocon Hydrocarbon Holdings Limited,

14. Videocon Indonesia Nunukaii Inc.,

15. Videocon JPDA 06-103 Limited,

16. Videocon Mauritius Energy Limited,

17. VOVL Limited (Formerly: Vidoooon Oil Ventures Limited) and

18. Videocon Telecommunications Limited.

B. Joint Ventures:

1. Videocon Infinity Infrastructures Private Limited

2. IBV Brasil Petroleo Limitada

1. Radium Appliances Private Limited

2. VISPLLLP

The Company has pledged 100% equity shares of VOVL Limited with the SBICAP Trustee Company Limited (‘Trustee”) for the benefit of lenders of the LOC/SBLC Facility by way of a first charge and for the benefit of lenders of Rupee Term Loan facility by way of second ranking pledge. In early 2018, consequent to event of default, these shares were invoked by the Trustee and are held in trust for the benefit of the lenders. Pending appropriation consequent to invocation, VOVL Limited Is continued to be shown as ‘Subsidiary' of the Company.

In terms of the requirements of Section 129(3), the Company is required to prepare a consolidated financial statement of the Company and all its subsidiary, associates and joint ventures. Further, the Company is also required to attach along with its financial statement, a separate statement containing the salient features of the Financial Statement of its subsidiary company or subsidiaries and associate companies or companies in AOC-1. However, in absence of the requisite financial statements of the Subsidiaries, Joint Ventures and Associates, the Company is unable to prepare the Consolidated Financial Statement as on March 31, 2024 and separate statement containing the salient features of the financial statement of its subsidiary company or subsidiaries and associate companies or companies in AOC-1. In this regard, it may be noted that the Resolution Professional has filed an application with Hon'ble NCLT under section 19 of the Code seeking co-operation from promoters and erstwhile management of the Company, for providing various data, including those that are required for preparing consolidated financial statements of the Company. The requested data is still not made available to be Resolution Professional.

The Policy for determining material subsidiary companies, as formulated prior to CIRP Commencement by the erstwhile management, can be accessed on the Company's website at the link https://vvww.videoconindiistriesltd.coin/Documents/Policv% 20on%20inaterial% 20subsidiary.pdf.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND remuneration

The policy on directors' appointment and remuneration, as formulated prior to CIRP Commencement by the erstwhile management sets out the criteria for directors' appointment and remuneration including the criteria for determining qualifications, positive attributes and independence of directors. However, since the Company is into CIRP, the said policy may not be relevant and applicable to the Company as on date. Other details under this section form part of the Corporate Governance Report.

Information required pursuant to Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as Annexure- 2A' and forms part of this Directors Report.

None of the employee who was employed throughout the financial year was in receipt of remuneration for that year which, in the aggregate exceeded one crore and two lakh rupees and none of employees employed for any part of the year was in receipt of remuneration at a rate which, in the aggregate exceeded eight lakh and fifty thousand rupees per month, A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as ‘Annexure- 2B' and forms part of this Directors Report.

The Company continues to utilize the existing available infrastructure to conserve energy. Considering the Company is into CIRP, no fresh investment was made on technology for energy conservation. Since no fresh investments were made towards technology, no new benefits were derived.

The Company has not imported any technology since commencement of CIRP. Further, the Company has not incurred any expenditure (capital or recurring) on R&D and accordingly, the percentage of expenditure to the total turnover is Nil

There are no foreign exchange earnings during the year under review and the previous year ended on March 31, 2023. The foreign exchange outgo amounted to Rs. Nil for the financial year ended on March 31, 2024 as against Rs. Nil in the previous financial year ended on March 31,2023.

Since the Company is currently into CIRP, the RP continues to take business decisions, in consultation with the CoC and the company officials wherever required, to mitigate risks if any.

The Company also had in place a Risk Management Committee / Risk Management Policy, as was formulated prior to CIRP Commencement. However, since the Company is into CIRP, the said policy may not be relevant and applicable to the Company as on date. Other details related to this section form part of the Corporate Governance Report.

As the net profits for the three immediately preceding financial years were negative, the Company was not required to make any CSR expenditure during Financial Year 2023-2024.

Other details related to this section form part of the Corporate Governance Report.

The Company has taken adequate measures towards health & safety of the employees

The Company continued the practices formulated prior to the commencement of CIRP for the environment protection, wherever possible.

The Company continues to optimally utilize the available Information Technology infrastructure, to the extent practical and possible.

During the year under review, there were no complaints filed / pending with the Company with respect to sexual harassment.

As on the date of this report, there are no Independent Directors available with the Company. Further, in terms of the requirements of the Code, all eligible directors of the Company are invited to the meetings of the CoC to enable them be aware of all the significant events/changes in relation to the Company.

At the time of commencement of CIRP, there were three (3) Directors on the board of the Company,

(i) Mr. Venugopal Nandlal Dhoot,

(ii) Mr. Subhash Shamsunder Dayarna and

(iii) Mrs. Sarita Sanjay Surve, collectively referred to as the ‘Erstwhile Directors'.

After appointment of Mr. Abhijit Guhathakurta as the Resolution Professional of the Company, the Company started examining and effectuating applicable outstanding compliances, by collating and verifying various data of the Company. During such examination of details, the Company became aware that Mr. Subhash Shamsunder Dayama had incurred disqualification u/s 164(2) of the Companies Act. Also, Mrs. Sarita Sanjay Surve, resigned from the directorship of the Company w.e.f. June 27, 2022 which was placed before the CoC for its consideration. At that time the relevant DIR-12 forms for cessation of their directorship could not be filed with MCA because of the ----------- difficulties on the MCA portal as the number of available directors falls below the minimum requirement of 3 directors. It is clarified that the aforesaid directors continued to be responsible for the affairs of the Company up to the date the Company recognized their disqualification/vacation and took the same on record.

The Resolution Professional with the necessary approval of the COC, had also appointed Satish Motilal Totala as the Whole-Time Director of the Company w.e.f. October 5, 2020 for the purpose of complying with statutory requirements under the Companies Act, and the Company had filed e-form DIR-12 to that effect.

It may also be noted that, Mr. Satish Motilal Totala and Mr. Venugopal N Dhoot have incurred disqualification under section 164(2) of the Companies Act from October 30, 2022 due to the non-filing of financial statements and annual return of the Company for the last three financial years i.e. for the financial year 2019-20, 2020-21 and 2021-22. However, in terms of the first proviso to section 167(l)(a) of the Companies Act, they do not vacate their office in the Company.

Mr. Satish Motilal Totala was first appointed as a Whole-Time Director of the Company for a period of 2 (Two) years & Occupier of the Factory of the Company (in terms of the provisions of the Factories Act, 1948) situated at 14 K.M. Stone, Aurangabad-Paithan Road, Village Chittegaon, Tal.: Paithan, Dist.: Aurangabad - 431 105, with effect from October 05, 2020 in pursuance to the approval of the Committee of Creditors of the Company at its meeting held on September 2, 2020. As the Company was still undergoing the CIRP, the Company had decided to extend the tenure of his appointment as a whole-time director of the Company for a further period of one (1) year with effect from October 5, 2022, on the same terms and conditions. This extension continues to he snhjert to ongoing CIRP of the Company and its outcome. Mr. Satish Motilal Totala ceased to be the whole time director of the Company with effect from 5^th October 2023 consequent to completion of his tenure.

Further, the Resolution Professional with the necessary approval of the CoC, has also appointed Mr. Babubhai D. Vaghela (DIN: 10301042) and Mr. Sanjay Palecha (DIN: 10301038) as Whole Time Directors of the Company for a period of 1 (One) Year w.e.f. 14 September. 2073, for the purpose of complying with statutory requirements under the Companies Act, and the Company had filed e-form DIR-12 to that effect.

Thereafter Mr. Amol Ashok Mandlik (DIN 10367846) and Mr. Kalidas Vishnu Jadhav (DIN 10367847) were appointed as the Whole-time Directors w.e.f. October 31, 2023 and the Company had filed eform DIR 12 to that effect.

The aforesaid appointments were placed for regularization by the Shareholders at their 30^th Annual General Meeting for the FY 2019-20 held on September 2,2024.

Thus, presently there are 5 (Five) Directors on the suspended board of the Company namely Mr. Venugopal Nandlal Dhoot, Mr. Babubhai Dolatsinh Vaghela, Mr. Sanjay Kumar Palecha, Mr. Amol Ashok Mandlik and Mr. Kalidas Vishnu Jadhav.

Ms. Samridhi Kumari who was appointed as the Company Secretary and Compliance Officer of the Company has resigned from her office w.e.f. August 31, 2023. Ms Sujata Giridhar Parab was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. January 8,2024.

Further, Mr. Venugopal N Dhoot continues to be designated as the Chief-Executive Officer of the Company in terms of his appointment dated November 11,2016.

For the year under consideration, there were no Independent Director and hence the Company had not received declaration from Independent Director of the Company under Section 149 of the Companies Act and the provisions of SEBI (LODR) stating that they meet the criteria of independence as provided therein. Further, since the Company has been referred to NCLT under the Code as amended from time to time, evaluation of performance of Directors, Board or the Committees could not be carried out and no separate meeting of Independent Directors was held during the year. Accordingly, a statement regarding opinion of the Board with regard to integrity, expertise and experience of Independent Director appointed during the year is not applicable.

During the financial period under review, no meeting of the Directors was held.

The following committees were constituted prior to CIRP Commencement, by the erstwhile management, pursuant to the provisions of the Companies Act and provisions of the SEBI (LODR):

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee (Administrative and Shareholders / Investors Grievance Committee)

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Finance and General Affairs Committee

7. Re-organisation Committee

The composition, scope and powers of the aforementioned committees together with details of meetings held during the period under review, forms part of Corporate Governance Report.

It may be noted that since the Company is into CIRP, the powers of board of directors (and its committees) stand suspended and are to be exercised by the insolvency professional.

Consequent to commencement of CIRP, the formal annual performance evaluation was not carried out.

The Company had in place a Whistle Blower Policy, as formulated prior to CIRP Commencement by the erstwhile management. During the year under review, the Company has not received any complaints under the Vigil mechanism. The Whistle Blower Policy of the Company has been displayed on the Company's website at the link: http://www.videoconindusiriesltd.com/Documents/Whistle%20B lower%20policy.pdf

Thc equity shares of the Company are listed on the BSE Limited (Formerly: The Bombay Stock Exchange Limited) and the National Stock Exchange of India Limited (NSE). The Foreign Currency Convertible Bonds (FCCBs) issued by the Company are listed on the Singapore Exchange Securities Trading Limited.

The Company was delisted from the Bourse de Luxembourg i.e. Luxembourg Stock Exchange with effect from May 1, 2019 due to non-compliance with the Rules and Regulations of the Luxembourg Stock Exchange

In June 2021, pursuant to the NCLT Approval Order, and in terms of the Approved Plan, the Company had applied for de-listing of equity shares from both the aforesaid stock exchanges. However, these delisting applications remain pending before the stock exchanges, pending the outcome of the Supreme Court Appeals.

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the SEBI (LODR) is marked as ‘Annexure- 3' and forms part of this Directors Report.

The Cash Flow Statement for the year ended March 31, 2024, in conformity with the provisions of the Companies Act and SEBI (LODR) is annexed hereto.

The erstwhile statutory auditors of (lie Cum puny, M/s S. Z. Deshmukh & Co., Chartered Accountants, Mumbai had tendered their resignation dated (trio her 8, 2021 (received by the Resolution professional on October 11, 2021) w.e.f. financial year commencing from April 1,2019.

In terms of section 17 of the Code, any change in the terms of appointment of the statutory auditor requires approval of the Committee of Creditors. Accordingly, basis the written consent and certificate submitted by M/s KVA and Co., Chartered Accountants (Firm Registration No. 017771C), in terms of the provisions of section 139 (1) of the Companies Act read with Rule 4 the Companies (Audit and Auditors) Rules, 2014, the CoC, at its meeting held on June 8, 2022 (with e-voting concluded on June 17, 2022), had approved appointment of M/s KVA and Co. as the Statutory Auditors of the Company for the term period of five (5) years from the financial year April 1, 2019 to March 31, 2024. The aforesaid appointment was placed for ratification and approval of the Shareholders at their 30^th Annual General Meeting held on September 2, 2024,

Thus, in terms of the provisions of Section 139 of the Companies Act and the Rules made thereunder, M/s KVA & Company, Chartered Accountant (Firm Reg. No: 017771C) shall hold office till the conclusion of annual general meeting of the Company to be held for financial year ended on March 31, 2024.

Decision regarding appointment of Statutory Auditor for the term starting with 1^st April, 2024 is under consideration by the Resolution Professional and CoC approval.

M/s KVA & Company, Chartered Accountant (Firm Reg. No: 017771C), the Statutory Auditors of the Company have submitted Auditors Report, which has qualifications, disclaimers and observations on the financial statements, compliance with other legal & Regulatory Requirements and adequacy and effectiveness of Infernal Financial Controls, for die financial year ended on March 31,2024.

The qualifications, disclaimers and observations raised by the Statutory Auditors in their report for the period ended on March 31, 2024 and reply thereon is set out and marked as ‘Annexure 4'.

In response to the qualifications / observations raised by the Statutory Auditor, the Resolution Professional re-iterates that he has relied on the confirmations provided by the Group Resources who have prepared the Financial Statements of the Company basis the available data. Further, as explained in the notes to accounts of the Financial Statements:

a) As it was explained in financial statements for FY 19-20, the Group Resources and the RP (including his team) have relied on the opening Balance Sheet and the balances reflected in available accounts / ledgers/ trial balance as on March 31, 2019 without going into the merits of such balances outstanding. No adjustments have been made to such accounts / balances except for giving effect to the transactions entered subsequently from April 1, 2019.

b) since the Company is under CIRP and various Prospective Resolution Applicants (“PRAs”) were conducting their independent due-diligence for submitting a resolution plan, it was material to ensure that any change in books of the Corporate Debt or on account of revaluation of assets, impairment assessment, ascertainment of Fair Market Value of assets etc. docs not provide any indicative pricing on the assets of the Corporate Debtor to the PRAs. Thus, in the interest of value maximization under CIRP for all stakeholders, certain assets like property plant and equipment, unquoted investments, loan & advances, inventories etc. have been recorded at their carrying values. Also, no additional provision has been made on outstanding receivables.

c) an independent Transaction Review Audit was conducted as required under section 43-66 of 1BC for identification of Preferential, Undervalued, Extortionate, and Fraudulent transactions as defined and explained under IBC. The resultant observations from the Audit had indicated that there may be certain questionable accounting entries and/or transactions entered into before commencement of CIRP. In this regard, RP in compliance of his duties under the IBC has filed an application with NCLT to declare such transactions as void and be set aside. Adjustments, if any, for such transaction(s) may be made upon further directions from NCLT and/or upon any order being passed by NCLT.

d) there are ongoing investigations against Videocon Group Entities by different government agencies. The Resolution Professional has been fully supportive and cooperative in the investigation being carried out by the statutory investigative agencies, including SFIO and ED.

e) the Resolution Professional has filed an application with Hon'ble NCLT under section 19 of the Code seeking co-operation from promoters and erstwhile management of the Company, for providing various data, including those that are required for preparing Financial Statements and data requested by various investigating agencies. The requested data is still not made available to the Resolution Professional. Thus, in the absence of required relevant data, the Financial Statements have been prepared on the basis of available data on best effort basis.

f) In light of the aforesaid reason?, confirmations and reconciliation of balance of certain trade receivables, trade and other payables and loans and advances could also not be obtained.

g) Post assumption of office of the Resolution Professional, all payments are being approved only by the Resolution Professional (with requisite approval from the CoC, wherever required as per applicable provisions of the Code). The Company has established effective controls for monitoring CIRP period transactions undertaken post assumption of office of the Resolution Professional.

h) Considering the Company is required to be run as a going concern under CIRP, the financial statements have been prepared on going concern basis.

Thus, owing to various financial and operational constraints including but not limited to non-cooperation from Erstwhile Directors/ management and promoters of the Company, non-availability of detailed books of accounts and various supporting documents and records for pre-CIRP period, resignation of past employees / consultants from accounts function, the preparation of Financial Statements of the Company has faced several limitations. The RP had taken necessary steps under the Code to seek the requisite data and had further filed application under Section 19 of the Code seeking requisite cooperation and data from promoters and erstwhile management of the Company, and the requisite data has still not been made available, and the proceedings before the Hon'ble NCLT against the erstwhile management of the Company for seeking the necessary information and cooperation remains sub-judice.

The Resolution Professional with requisite approval from the CoC has appointed the Cost Auditor for the f.y. 2019-20 and 2020-21. The resolution for ratification of remuneration to the Cost Auditor was placed for approval of the members in the AGM held on September 2, 2024 for the respective FY 2019-20 and 2020-21.

Further the Resolution Professional is in the process of appointing the Cost Auditor for the financial year 2021 -22, 2022-23 and 2023-24.

Section 204 of the Companies Act inter-alia requires every listed company to annex to its Board's Report, a secretarial audit report given by a Company Secretary in practice, in the prescribed form.

The Resolution Professional, in compliance with Section 204 of the Act had, based on the recommendations of the secretarial team of Videoeon Group Entities, appointed Mr. Abhishek Shukla, Proprietor of Abhishek Shukla & Associates, Company Secretaries in Whole-Time Practice, Indore (Membership No. A67793, C.P. No.25404) to carry out the Secretarial Audit for the financial period ended on March 31, 2024. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2024 is marked as ‘Annexure- 5 and forms part of this Report and consists of the observations stated by the Secretarial Auditor.

In respect of observations raised by the Secretarial Auditor more specifically described in the Secretarial Audit Report in form MR 3 attached to this Report, the following explanations are being placed on record:

• The Company is not having various financial, secretarial and cost records for periods up to CIRP Commencement as the same were not handed over by the promoters / erstwhile management to the Resolution Professional. The Resolution Professional has already filed applications with Hon 'ble NCLT under section 19 of the Code seeking co-operation from promoters and erstwhile management of the Company, for providing the requisite data.

• Further, there were pre-existing delays in compliances during the period prior to commencement of CIRP and / or prior to assumption of office of the Resolution Professional Such past delays / non --------- also had an impact on the compliances fulling due during tenure of the Resolution Professional.

• Rust assumption of office of the Resolution Professional, despite several operational, practical and technical challenges faced, the Company has endeavored to comply with secretarial compliances of the Company, to the extent feasible and possible, including those pertaining to period prior to his assumption of office.

There is no fraud/misconduct detected at the time of statutory audit by the Auditors of the Company for the financial year ended on March 31,2024.

Post assumption of office of the Resolution Professional, all payments are being approved only by the Resolution Professional (with requisite approval from the CoC, wherever required as per applicable provisions of the Code). The Company has established effective controls for monitoring CIRP period transactions.

The extract of Annual Return pursuant to the provisions of Section 92 and 134(3)(a) of the Companies Act is available on the website of the Company on the following link at htips://www.videoconindustricsltd.com/0thers.aspx and shall be made available to the members on request.

Except for orders in connection with CIRP under the Code, no material orders were passed by Regulators/ Courts / Tribunals during the period impacting the going concern status and Company's operations in future.

As explained before, pursuant to Consolidation of CIRP of Videocon Group Entities, due to limited availability of resources, the accounting, and secretarial compliances of Videocon Group Entities (including the Corporate Debtor) are being collectively managed by the Group Resources.

The Financial Statements have been prepared by the Group Resources and accordingly, basis the confirmations provided by the Group Resources of the veracity and reliability of these Financial Statements, the Financial Statements have been taken on record and signed by Mr. Abhijit Guhathakurta, the resolution professional of the Company, subject to the following disclaimers:

i. The RP has assumed control of Corporate Debtor from with effect from September 27, 2019 and therefore was not in control of the operations or the management of the Corporate Debtor for the period prior to his assumption of office. On this account, RP does not have any visibility as to the matters that transpired prior to the date of his assumption of office as the RP of the Company and is not in a position to independently verify or ascertain the matters as stated or reported in the said Financial Statements and/ or accompanying documents in respect of matters prior to the date of his assumption;

ii. These Financial Statements are being furnished in good faith and accordingly, no suit, prosecution or other legal proceeding shall lie against the RP in terms of Section 233 of 1BC. Further, pursuant to Regulation 39(7) of the Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 ("CIRP Regulations”), RP should be protected against any actions of the Corporate Debtor prior to assumption of his office. RP disclaims any liability whatsoever on account of signing these Financial Statements;

iii. No statement, fact, information (whether current or historical) or opinion contained herein should be construed as a representation or warranty, express or implied, of the RP including, his authorized representatives and advisors;

iv. These Financial Statements have been prepared solely on the basis of confirmations, representations and statements made by the Group Resources. The RP has assumed that all information and data as provided by Group Resources in the Financial Statements are in conformity with applicable laws with respect to the preparation of the Financial Statements and is true and correct. Accordingly, the RP is not making any representations regarding accuracy, veracity or completeness of the data or information in the Financial Statements. In any case, considering that the said Financial Statements relate to certain matters prior to HP's incumbency, RP is not in a position to either independently verify such matters as staled herein nor to make any representation or warranty in relation to these aspects.

v. As it was explained in financial statements for FY 19-20, the Group Resources and the RP (including his team) have relied on the opening Balance Sheet and the balances of available accounts / ledgers/ trial balance as on March 31, 7019, without going into the merits of such balances outstanding. Since these matters pertain to period prior to assumption of his office, the RP is constrained to rely on these materials on as is basis, without being able to independently verify or ascertain matters in relation to the same. No adjustments have been made to such accounts / balances except for giving effect to the transactions entered subsequently from April 1, 2019.

vi. These Financial Statements have been prepared and are being finalized solely for the purposes of compliance of the Company in terms of applicable law. Considering the pre-CIRP director is not cooperating with the RP, the RP is signing the Financial Statements (including this directors' report) merely for this limited purpose of achieving compliance status of the Company in terms of applicable law.

vii. The matters as contained in these Financial Statements (including the opening balances) continue to be subject to the look-back period as prescribed under IBC for avoidance transactions. In this regard, RP in compliance of his duties under the IBC had reported certain transactions to be declared as void and set aside by the Hon'ble Adjudicating Authority in exercise of its powers under Chapter III and Chapter IV of the IBC. Adjustments, if any, for such transaction (s) may be made to the Financial Statements upon further directions from NCLT and/or upon any order being passed by NCLT. Mere affixation of signatures by RP on these Financial Statements should not be construed as conflicting or diluting in any manner such proceedings which are lodged or may be lodged by the RP against the concerned persons for matters discovered as within the ambit of avoidance transactions under Section 43, 45, 50 & 66 of the IBC.

viii. There are ongoing investigations against Videocon Group Entities by different government agencies, including SFIO and ED. Merely by affixation of signatures by RP on these Financial Statements, RP cannot be said to have any cognizance or knowledge of matters contained herein that pertain to the period prior to assumption of his office, RP is signing these financials, fully relying in good faith upon these financials as prepared by Group Resources. Accordingly, merely by affixation of signatures by RP on these financials in good faith, no proceedings can be initiated, nor RP be implicated in ongoing proceedings for matters contained herein which relate to period prior to his incumbency.

ix. The Resolution Professional has filed an application with Hon'ble NCLT under section 19 of the Code seeking co-operation from promoters and erstwhile management of the Company, for providing various data, including those that are required for preparing Financial Statements and data requested by various investigating agencies. The requested data is still not made available to be Resolution Professional. Accordingly, without prejudice to matters contained hereinabove, RP could not in any event have independently verified all the information contained in the Financial Statements.

As mentioned earlier in this Report, the Company is under Group CIRP and the details of “difference between amount of the 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, is not applicable to the Company.