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

1. FINANCIAL HIGHLIGHTS

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

(Rs. in Lacs)

2. STATE OF COMPANY’S AFFAIRS

During the year under review loss of Rs. 17.47 Lacs has been
reported by the Company as against the loss of Rs. 165.47
Lacs for the previous year.

No business could be undertaken due to paucity of working
capital and other business constraints.

3. DIVIDEND

In view of the loss incurred during the year under review and
past accumulated losses, the Board of Directors of the
Company does not recommend any dividend for the
financial year ended March 31,2024.

4. RESERVES & SURPLUS

In absence of profits during the year under review, no amount
has been transferred to reserves.

5. EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of the Section 92(3) and134(3)(a)
of the Companies Act, 2023 the Annual Return of the
Company is available on the website of the Company at
https://idmlimited.in/annual-return/

6. CHANGE IN NATURE OF BUSINESS. IF ANY

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

7. MEETINGS OF THE BOARD

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

I. 29^th May, 2023

II. 10th August, 2023

III. 10^th November, 2023

IV. 8^th December, 2023

V. 12^th February, 2024

The gap between two Board meetings did not exceed one
hundred and twenty days. The following table mentions the
record of attendance at the Board Meetings:

8. HOLDING. SUBSIDIARY. ASSOCIATE AND JOINT
VENTURE COMPANIES

During the financial year ended March 31, 2024, the
Company had no holding, subsidiary, associate or joint
venture company. In view of this Form AOC-1 is not attached
with the financial statements of the Company. The Company
is an Associate Company of HCL Corporation Private
Limited, as per the provisions of section 2(6) of the
Companies Act, 2013.

9. SHARE CAPITAL: There was no change in the share
capital of the Company during the year under review.

a. Issue of equity shares with differential rights - NIL

b. Issue of sweat equity shares - NIL

c. Issue of employee stock option - NIL

d. Provision of moneys by company for purchase of its own
shares - NIL

10. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

11. appropriate accounting policies have been selected
and applied consistently and that the judgments and
estimates made are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at March 31, 2024 and of the loss of the
Company for the said period;

iii. proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

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

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

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

11. SECRETARIAL STANDARD

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

12. INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from
each Independent Director in accordance with Section
149(7) of the Companies Act, 2013, that they meet the criteria
of independence as laid out in sub-section (6) of Section 149
of the Companies Act, 2013 and Regulation 25 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirement) Regulations, 2015.

13. MANAGEMENT’S DISCUSSION AND ANAYLSIS

Since the Company does not have any operations during the
year under review, therefore there is no data to be reported
under Management Discussion and Analysis as required in
terms of the provisions of Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

14. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the provisions
related to Corporate Governance are not applicable on the
“Companies having paid up equity share capital not
exceeding Rs. 10 crores and Net Worth not exceeding Rs. 25
crores, as on the last day of the previous financial year”.
Since the Company fulfils the criteria(s) as mentioned above,
the Company is exempted from complying with the
Corporate Governance provisions as envisaged under the
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and therefore report on Corporate
Governance for the year under review is not required to be
enclosed along with this report.

15. COMPENSATION POLICY FOR BOARD AND
SENIOR MANAGEMENT

Based on the recommendations of the Nomination and
Remuneration Committee, the Board had approved the
Nomination and Remuneration Policy for Directors, KMP,
Senior Management and other employees of the Company.
The Nomination and Remuneration Policy is annexed to this
report as Annexure 1.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, the Company has not given
any loan, provided guarantees or made investments under
the provisions of Section 186 of the Companies Act, 2013.

17. RELATED PARTY TRANSACTIONS

During the year under review, the Company has not entered
into any contract or arrangement with any related party
attracting the provisions of Section 188 of the Companies
Act, 2013. In view of this Form AOC-2 is not attached with this
report.

Further, there have been no materially significant related
party transactions between the Company and the Directors,
the management, the associate or the relatives except for
those disclosed in the financial statements.

18. MATERIAL CHANGES AND COMMITMENTS

During the period between the close of the financial year of
the Company to which the financial statements relate and the
date of this report, there were no material changes and
commitments that affects the financial position of the
Company.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Retirement by rotation: Pursuant to Section 149, 152
and other applicable provisions, if any, of the Companies Act,
2013, one third of such of the directors as are liable to retire
by rotation, shall retire at every Annual General Meeting. The
retiring directors may offer themselves for re-appointment at
every Annual General Meeting. Accordingly, Mr. Sashi
Sekhar Mishra, Director& Manager, shall retire by rotation at
the ensuing Annual General Meeting and being eligible
offers himself for re-appointment in accordance with the
provisions of Companies Act, 2013.

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

C. Formal Annual Evaluation: Pursuant to provisions of
the Companies Act, 2013 the Board has carried out an
evaluation of its own performance, the Directors individually
and the evaluation of the working of its Audit committee,
Nomination & Remuneration Committee, Corporate Social
Responsibility Committee and Stakeholder Relationship
Committee.

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

20. COMMITTEES OF BOARD:

A. Audit Committee:

The Audit Committee which was constituted on March 31,
2015, was re-constituted on February 12, 2019. The
Committee has adopted a Charter for its functioning. The
primary objective of the Committee is to monitor and provide
effective supervision of the Management’s financial
reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity
and quality of financial reporting.

The Committee met 5 (Five) times during the Financial Year
2023-24 on29^thMay, 2023; 10^thAugust, 2023; 10^thNovember,
2023; 8^thDecember, 2023 and 12^thFebruary, 2024. As on the
date of this report, the Committee is comprises of:

B. Nomination and Remuneration Committee:

The Nomination & Remuneration Committee which was
constituted on March 31, 2015,was re-constituted on
February 12, 2019. The Committee has adopted a Charter for
its functioning. The primary objective of the Committee is to
recommend suggestions to the Board of Directors pertaining
to the Remuneration for Directors, KMP and all other
employees of the Company.

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

The Nomination and Remuneration Policy of the Company is
Annexed to this Report as Annexure 1.

C. Stakeholder Relationship Committee

The Stakeholder Relationship Committee which was
constituted on March 31, 2015, was re-constituted on
February 12, 2019.The Committee has adopted a Charter for
its functioning. The primary objective of the Committee is to
consider and resolve the grievances of Security Holders of
the Company.

During the Financial Year 2023-24, the Committee met 4
(four) times on29^thMay, 2023; 27^th September, 2023;
6^thNovember, 2023 and 12^thFebruary, 2024. As on the date of
this report, the Committee comprises of:

D. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee was
constituted on February 12, 2019. During the Financial Year
2023-24, the Committee met on 29^th May, 2023. As on the
date of this report, the Committee comprises of:

The CSR Policy of the Company can be viewed at
https://idmlimited.in/policies-2/

A brief outline of the CSR Policy of the Company and other
details as required in prescribed under Companies
(Corporate Social Responsibility Policy) Amendment Rules,
2021are set out in Annexure 2 of this Report.

21. Vigil Mechanism

The Board at its meeting held on March 31,2015, approved
the Vigil Mechanism that provides a formal mechanism for all
Directors, employees and vendors of the Company to report
genuine concerns or grievances about unethical behavior,
actual or suspected fraud or violation of the Company’s
Code of Conduct.

The Vigil mechanism provides a channel to the employees,
Directors etc to report to the management concerns about
unethical behavior, actual or suspected fraud or violation of
the Code of Conduct or legal or regulatory requirements
incorrect or misrepresentation of any financial statements
and reports, etc. The Vigil Mechanism policy of the Company
is available on the Company’s website at below link:
https://idmlimited.in/policies/

No individual was denied access to the Audit Committee for
reporting concerns, if any, during the year under review.
Further, the Vigil Mechanism prescribes adequate safeguard
against the victimization.

During the year under review, no compliant was received

from any Whistle Blower.

22. Independent Director’s meeting

In compliance with Schedule IV to the Companies Act, 2013
and regulation 25 (3) of the SEBI Listing Regulations, 2015, a
separate meeting of the independent directors was
convened on 12^th February, 2024.

Without the attendance of non-independent directors and
members of management, inter alia, the independent
directors discussed the following:

i. Review the performance of non-independent directors
and the board as a whole;

ii. Review the performance of the chairperson of the
Company, taking into account the views of executive
directors and non-executive directors;

iii. Assess the quality, quantity and timeliness of flow of
information between the Company Management and
the board that is necessary for the Board to effectively
and reasonably perform their duties; and

iv. Review the responsibility of independent directors with
regards to internal financial controls.

23. AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

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

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

The Auditors’ Report with notes to accounts are self¬
explanatory and, therefore, do not call for further comments.
The Audit Report does not contain any qualification,
reservation or adverse remarks.

Pursuant to the recommendation of the Audit Committee, the
Board of Directors have considered, approved and

recommended to the Members for their approval at the
ensuing Annual General Meeting, the appointment of M/s. V.
Nagarajan & Co., Chartered Accountants, (Firm Registration
No. 004879N) as the Statutory Auditors of the Company, for a
period of 5 (Five) consecutive years from the conclusion of
the 47^thAnnual General Meeting till the conclusion of the
52^ndAnnual General Meeting to be held in the year 2029.

Internal Auditors

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

Secretarial Auditor

The Board has appointed M/s Rana& Associates, Practicing
Company Secretaries (CP No. 22302) to conduct the
secretarial audit for the financial year 2023-24 i.e. from
1 ^stApril, 2023 to 31^st March, 2024. The Secretarial Audit report
is annexed herewith marked as Annexure 3 to this report.
The Secretarial Audit Report does not contain any
qualification, reservation or adverse remarks.

24. CONSERVATION OF ENERGY. TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO

Considering the nature of activities of your Company and fact
that there has been no business in the Company during the
year under review, there are no particulars to be furnished in
respect of conservation of energy and technology
absorption. There were no foreign exchange earning and
outgo during the year under review.

25. PARTICULARS OF EMPLOYEES

During the year under review, there were no employees
covered under section 197 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of
managerial Personnel) Rules, 2014. Due to paucity of
resources, no remuneration was paid to managerial
personnel & KMPs of the Company, during the year under
review. In view of above, the statement of disclosure of
Remuneration as required under Section 197(12) of the Act
and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel)Rules, 2014
(‘Rules’), is not applicable for the period under review.

26. DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial
controls commensurate with the volume of the transactions
of the Company and are operating effectively. During the
year under review, such controls were tested and no
reportable material weakness was observed.

27. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013,
the Company has laid down Risk Management Policy to
inform Board Members about the risk assessment and

minimization procedures.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO
THE CENTRAL GOVERNMENT

The Statutory Auditors have not reported any incident of
fraud by the officers or employees of the Company for the
financial year under review.

29. PUBLIC DEPOSITS

As on 31^st March, 2024, neither the Company has not
accepted any public deposit nor there is any unclaimed
deposit. Further, there is no amount of principal or interest
outstanding on public deposit as on the date of Balance
Sheet

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNAL

There were no significant material orders passed by the
Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future
operations.

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

In view of number of employees being less than prescribed
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 Internal
Complaints Committee under the said Act is not required to
be constituted. Further, no compliant regarding sexual
harassment was received during the year under review and
no compliant was outstanding.

32. MAINTENANCE OF COST RECORDS

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

33. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the following items, for the year under
review:

a) No application has been admitted against the Company
under the Insolvency and Bankruptcy Code, 2016.

b) There was no instance of one-time settlement with any
bank or financial institution.

c) The Company does not have any subsidiary Company,
therefore providing details of payment of
remuneration/commission to executive directors from
subsidiary companies is not applicable.

d) As on date of this report no employee stock option plan
of the Company exists and accordingly no stock options
have been granted by the Company till date.

e) There was no instance of issue of equity shares with
differential rights as to dividend, voting or otherwise and
Issue of shares (including sweat equity shares) to
employees.

f) There were no unclaimed and unpaid dividends amount
/ the corresponding shares which were due to be
transferred to Investor Education and Protection Fund
during the financial year 2023-24.

g) The Company does not have any scheme of provision of
money for the purchase of its own shares by employees
or by trustees for the benefit of employees.

h) The equity shares of the Company are listed at the BSE
Limited (Scrip Code 517044). The Company has paid
the annual listing fee for the financial year 2024-25 to
BSE Limited.

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

j) There was no buy-back of shares under Section 67(3) of
the Companies Act, 2013.

34. ACKNOWLEDGMENT

The Directors wish to record their appreciation to the

Government authorities, Bankers and Shareholders for their

co-operation and unstinted support extended to the

Company during the year under review.

By order of the Board
For and on behalf of Board of Directors

Sd/-

Sunil K Shrivastava

Director
DIN: 00259961
Address: S-1/730,Sector-5, Vaishali,
Ghaziabad -201012

Sd/-

Sashi Sekhar Mishra
Director & Manager
DIN: 03072330
Address: YB-355, Lane No. 16, Pocket-6
NTPC Anandam Society,
Greater Noida (UP) - 201308

Place: New Delhi
Date: 12 August, 2024