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IEL Ltd			Industry : Trading


BSE Code:	524614	NSE Symbol:	Not Listed	P/E(TTM):	0

ISIN Demat:	INE056E01024	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	3.4378718	Market Cap ( Cr.):	107.7	Face Value(Rs):	1

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To The Members IEL Limited

Your directors are pleased to present the 69^th Annual Report together with the Audited Standalone Financial Statements for the financial year ended 31^st March 2025.

1. FINANCIAL HIGHLIGHTS:

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the (Companies Accounts) Rules, 2014. The Company's financial performance for the year ended March 31, 2025, is summarized below:

	Current Year	Previous Year
	(2024-25)	(2023-24)
Total Revenues	61798.44	172620.72
Profit / (Loss) before Interest, Depreciation, Exceptional /Extraordinary Items, Tax & Amortizations (EBITDA)	6174.73	3799.96
Interest/Finance Cost (Net)	15.68	5.46
Depreciation/Amortization	342.33	332.11
Profit/(Loss) before Exceptional / Extraordinary items & tax	5816.72	3462.39
Exceptional / Extraordinary expenses	NIL	NIL
Profit/(Loss) before Tax	3462.39	3462.39
Tax Adjustments (Net)	1409.36	894.28
Profit/(Loss) after Tax	4315.40	2568.12

2. STATE OF COMPANY'S AFFAIRS, FINANCIAL PERFORMANCE AND PROSPECTS & DEVELOPMENTS:

During the financial year 2024-25, the Company has earned total revenues of INR 61798.44 thousand as against that of INR 172620.72 thousand for the previous year. The Business operations posted Net Profit after Tax of INR 4315.40 thousand as against that of INR 2568.12 thousand for the previous year.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25, the Company had entered into new activity and line business is related to the business of build, run, manage and otherwise of Warehousing, Storage house, godowns, cold storage and other related activities. The said amendment has been approved by the Board of Directors at their meeting held on 05^th June 2024 and also by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on 23^rd August 2024.

Further during the current financial year ending 31^st March 2026, the Board of Directors at their meeting held on 25^th August, 2025 has approved the alteration of the Object clause of Memorandum of Association of the Company, subject to the approval of Shareholders of the Company at the ensuing Annual General Meeting of the Company by inserting New Business activity relating to Power or Electrical Energy.

4. DIVIDEND:

With a view to conserve the financial resources, your directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base, therefore no Dividend has been recommended by the Board on the Equity Shares of the Company for the financial year 2024-25.

Further there was no Unclaimed and Unpaid Dividend Amount in the Company.

5. TRANSFER TO RESERVES:

The Company has a closing Balance of INR 3,17,880.17 thousand as Reserves and Surplus as on 31 March 2025. The details of Reserves and Surplus of the Company are provided in Note No: 9B of the Financial Statements forms part of the Annual Report.

6. SHARE CAPITAL:

As on 31^st March 2025, the Share Capital structure of the Company stood as follows:

Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Re. 1/- each	20,00,00,000	20,00,00,000
Zero Coupon Redeemable Preference Shares of Rs. 100/- each	90,000	90,00,000
Total	20,00,90,000	20,90,00,000
Issued, Subscribed and Paid-up Share Capital
Equity Shares of Re. 1/- each	13,03,92,486	13,03,92,486
Zero Coupon Redeemable Preference Shares of Rs. 100/- each	90,000	90,00,000
Total	13,04,82,486	13,93,92,486

Changes in Authorised Share Capital of the Company:

During the year under review, the Board of Directors at their meeting held on 5^th June 2024 and the Shareholders of the Company at the 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024 have approved the reclassification of the existing Authorized Share Capital of the Company from Rs. 9,00,00,000/- (Rupees Nine Crores Only) divided into 5,00,00,000/- (Five Crore) Equity Shares of Re. 1/- (Rupee One Only) each and 4,00,000 (Four Lakh) Zero-Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each to Rs. 9,00,00,000/- (Rupees Nine Crores only) divided into 8,10,00,000/- (Eight Crores and Ten Lakh) Equity Shares of Re. 1/- (Rupee One only) each and 90,000 (Ninety Thousand) Zero Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each of the Company by cancelling the unissued Zero-Coupon Redeemable Preference Share Capital of Rs. 3,10,00,000/- (Rupees Three Crores and Ten Lakh) divided into 3,10,000 (Three Lakh and Ten Thousand) Zero-Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each and adding the same into the class of existing Equity Share of face value of Re. 1/- (Rupee One only) each of the Company by way of Authorized Share Capital of Rs. 3,10,00,000/- (Rupees Three Crores and Ten Lakh) divided into 3,10,00,000/- (Three Crores and Ten Lakh) Equity Shares of Re. 1/- (Rupee One Only).

Further, the Board of Directors at their meeting held on 5^th June 2024 and the Shareholders of the Company at the 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024 have approved the Increase in Authorized Share Capital of the Company from Rs. 9,00,00,000/- (Rupees Nine Crores Only) divided into 8,10,00,000/- (Eight Crores and Ten Lakh) Equity Shares of Re. 1/- (Rupee One Only) each and 90,000 (Ninety Thousand) Zero-Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each of the Company to Rs. 20,90,00,000/- (Rupees Twenty Crores and Ninety Lakh only) divided into 20,00,00,000/- (Twenty Crores) Equity Shares of Re. 1/- (Rupee One Only) each and 90,000 (Ninety Thousand) Zero-Coupon Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each of the Company.

Consequent to the Reclassification of existing Authorized Share Capital and further Increase in Authorized Share Capital of the Company as above, the amendment in the Capital Clause V of the Memorandum of Association of the Company have been approved by the Board of Directors at their meeting held on 5^th June 2024 and the Shareholders of the Company at the 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

Rights Issue:

The Board of Directors of the Company at their meeting held on Monday, 22nd July 2024 had approved the raising of funds by way of offer, issue and allotment of Equity Shares of face value of Re. 1/- each to the existing

Equity Shareholders of the Company on rights basis ("Rights Issue"), at such price and right entitlement ratio as may be decided by the Board of Directors or a duly constituted Rights Issue Committee of the Board to the eligible Equity shareholders of the Company, for an amount aggregating up to Rs. 45.00 Crores (Rupees Forty-Five Crores only).

The Board of Directors at its meeting held on 22nd July 2024 had constituted Rights Issue Committee of Board of Directors to decide on the matters relating to Rights Issue.

The Rights Issue Committee at its meeting held on 13^th January 2025 had approved to issue upto 10,01,28,990 Fully paid-up Equity Shares of face value of Re. 1/- each at an issue price of Rs. 4.45/- per Rights Equity Share for total consideration of upto Rs. 4,455.74 Lakhs and also fixed the record date for the purpose of determining the shareholders who will be eligible to apply for the Rights Equity Shares as Friday, January 17, 2025. The Rights issue of the Company was opened on 04th February 2025 and was closed on 27th February 2025.

Pursuant to the finalization of the basis of allotment of the Rights Issue as approved by BSE Limited ("BSE"), the designated stock exchange for the Rights Issue, the Rights Issue Committee at its meeting held on 05^th March, 2025 has inter alia, considered and approved the allotment of 9,70,16,156 Rights Equity Shares fully paid up of face value of Re. 1/- at an issue price of Rs. 4.45 per Rights Equity Share for total consideration of Rs. 43,17,21,894.20/- to the eligible allottees in the Issue.

The Company has complied with all provisions of Companies Act 2013 and rules made thereunder, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and had received necessary approvals from SEBI and BSE Limited (Designated Stock Exchange).

As on 31^st March 2025, the details of utilization of funds raised by way of Rights Issue are as follows:

Objects as stated in the Offer Document/ Letter of Offer	Amount Proposed to be Utilized (Rs. in Lakhs)	Actual amount utilized for the Objects stated in the Offer document/ Letter of Offer	Unutilized Amount (Rs. in Lakhs)	Remarks
		(Rs. in Lakhs)
To acquire land for
1. construction of warehouses.	977.00	977.00	Nil	NA
To finance construction of
2. the warehouses.	2,414.31	Nil	2414.31	NA
To meet General Corporate 3. Purposes	925.41	Nil	925.41	NA
Total	4317.22	977.00	3340.22	NA

Except as disclosed above, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of Public Offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

Depository System:

As the members are aware, the Company's Equity Shares are compulsorily tradable in electronic form. As on 31^st March 2025, 96.66% of the Company's total paid up Equity Capital representing 12,60,36,986 Equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

7. CHANGE IN REGISTERED OFFICE ADDRESS:

During the period under review, The Board of Directors of the Company at its meeting held on 19^th December,

2024 has changed the Registered office of the Company from "Shed No 15, Shyam Hari Industrial Estate, Phase 4,

GIDC, Vatva, Ahmedabad-382445, Gujarat, India" to "Office No: 53, 6^th Floor, Sanidhya Complex, Near Devnandan Mall, Opp. Sanyas Ashram, Nehru Bridge, Ashram Road, Ahmedabad 380006, Gujarat, India" which falls within the local limits of same town, village or city with effect from Friday, 20^th December, 2024.

8. SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity i.e. "Trading in Chemicals", in accordance with the definition of "Segment" as per the IND AS. The performance of the Company is discussed separately in this

Report.

9. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

Your Company doesn't have any Subsidiaries, Joint Ventures and Associates.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.

11. PUBLIC DEPOSITS:

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended 2024-25.

The details of transactions of Loans and Advances undertaken between the Company and its Directors/Relatives of Directors have been disclosed in Note No.: 26 (Related Party Transactions) which forms part of the Financials Statements attached to this Report.

The Company has received declarations from its Directors and their Relatives that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF

THE FINANCIAL YEAR AND DATE OF REPORT:

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company's financial position occurred between the end of the financial year of the Company and date of this Report.

13. CORPORATE GOVERNANCE:

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), Corporate Governance provisions as specified is not applicable to the Company, since the paid-up share capital of the Company and the Net Worth as on 31^st March 2024 is below the threshold limits prescribed under the SEBI LODR.

14. INDUSTRIAL RELATIONS:

The relationship with employees at all levels remained cordial and harmonious during the year. We appreciate committed contribution made by employees of the Company at all levels to sustain during the challenging business scenario.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND

SENIOR MANAGEMENT OF THE COMPANY:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy on the basis of recommendations made by the Nomination and Remuneration Committee. The Policy is also available on the website of the Company www.ielindia.in. The salient features of the policy are as under:

Nomination and Remuneration Policy of the Company:

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

• Formulate the criteria for appointment as a Director:

The Committee shall formulate broad guidelines and parameters required to be fulfilled for becoming a Director of the Company and review the same ongoing basis. The broad parameters are qualifications, skills, expertise, inter personal qualities, positive attributes, experience, social standing, and etc. factors.

• Identify persons who are qualified to be Directors:

The Committee shall identify persons who are qualified to become Directors and who satisfy the criteria laid down. The process of identification shall include ascertaining, meeting, screening and reviewing candidates for appointment as Directors, whether Independent, Non-Executive or Executive.

• Nominate candidates for Directorships subject to the approval of Board:

The Committee recommends to the Board the appointment of potential candidates as Non- Executive Director or Independent Director or Executive Director, as the case may be.

• Approve the candidates required for senior management positions:

The Committee shall lay down criteria qualifications, skills, expertise and qualities required for senior management positions like Managing Director & CEO, CFO and Company Secretary and members of the Management Committee of the Company.

• Evaluate the performance of the Board:

The Committee shall determine a process for evaluating the performance of every Director, Committees of the Board and the Board. The Committee may seek the support and guidance of external experts and agencies for this purpose as may be required.

• Evaluate the performance of the Managing Director or Whole-time Director and determine their compensation: The Committee shall evaluate the performance of the Managing Director or Whole-time Director by setting their Key Performance Objectives at the beginning of each financial year. The Committee shall also approve their compensation package(s) in accordance with applicable laws, in line with the Company's objectives, shareholders' interests, comparable with industry standards and in commensurate with the role and responsibilities.

• Review performance and compensation of senior management:

The Committee shall review the performance of the senior management of the Company. The Committee shall ensure that the remuneration to the Key Managerial Persons and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company, roles and responsibilities, functional areas, industry standards etc. factors.

16. BOARD DIVERSITY:

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help to provide better directions and supervision to the affairs of the Company. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors. The Policy is also available on the website of the Company www.ielindia.in.

17. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure [A]" that forms part of this Report

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31^st March 2025.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Board comprised of Four (4) Directors out of which One (1) is an Executive Director, one (1) is Non-Executive and Non-Independent Director and other Two (2) are Independent Directors and Women Directors. The composition of the Board is in conformity with the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Appointments:

During the financial year ended 31^st March 2025, the following Appointments were made:

1. Mr. Darshan Bipinchandra Shah (DIN 07030608) had been appointed as an Additional Director (Non-Executive and Independent Director) of the Company for a term of 5 (Five) consecutive years commencing from 22^nd April 2024 till 21^st April 2029 (both days inclusive), not be liable to retire by rotation.

2. Mr. Arpit Singh (DIN 10645601) had been appointed as an Additional Director (Non-Executive and Non-Independent Director, Professional) of the Company with effect from 05^th June 2024, liable to retire by rotation and was regularized as Non-Executive and Non-Independent Director, Professional Director by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

3. Mr. Ajaykumar Bholanath Gupta (DIN 07542693) had been appointed as an Additional Director (Non-Executive and Non-Independent Director, Professional) of the Company with effect from 05^th June 2024, liable to retire by rotation and was regularized as Non-Executive and Non-Independent Director, Professional Director by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024. Further he was appointed as the Managing Director (Professional and Executive) of the Company for the term of 3 (Three) consecutive years commencing from 8^th July 2024 till 7^th July 2029 with the approval of the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

4. Ms. Juhi Sawajani (DIN 09811893) has been appointed as an Additional Woman Director (Non-Executive and Independent Director) of the Company for a term of 5 (Five) consecutive years commencing from 05^th June 2024 till 04^th June 2029 (both days inclusive), not be liable to retire by rotation and was regularized as Non-Executive and Independent Director by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

5. Ms. Avani Ashwinkumar Shah (DIN 09608898) has been appointed as an Additional Director (Non-Executive and Independent Director) of the Company for a term of 5 (Five) consecutive years commencing from 08^th July 2024 till 07^th July 2029 (both days inclusive), not be liable to retire by rotation and was regularized as Non-Executive and Independent Director by the Shareholders of the Company at 01/2024-25 Extra Ordinary General Meeting held on Friday, 23^rd August 2024.

6. Mr. Ajaykumar Bholanath Gupta (DIN 07542693) has been appointed as the Managing Director (Professional and Executive) of the Company for a term of 3 (Three) consecutive years commencing from 08th July 2024 till 07th July 2027 (both days inclusive), liable to retire by rotation.

During the current financial year ending 31^st March 2026, the following Directors are appointed on the Board of Directors of the Company as an Additional Director (Non-Executive and Independent Director) w.e.f 07^th August, 2025.

1. Ms. Aastha Jain (DIN 11218859)

2. Ms. Ami Priyank Bhanshali (DIN 11186979)

3. Ms. Mokshi Prakashbhai Shah (DIN 10706796)

The Board of Directors have proposed their appointment as a Director (Non Executive and Independent Director) at the ensuing 69^th Annual General Meeting of the Company.

Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Arpit Singh (DIN: 10645601 ), Non-Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered himself for re-appointment.

An appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Mr. Arpit Singh (DIN: 10645601), and other related information has been detailed in the Notice forming part of this Annual Report.

Your directors recommend his re-appointment as Non-Executive Director of your Company.

Retirements and Resignations along with facts of resignation:

During the Financial Year ended 31^st March 2025, the following Resignations/Retirements took place:

1. Mr. Parshva Satishkumar Shah (DIN 09660216) vide his Resignation Letter dated 22^nd April 2024 has been resigned from the office of Independent Director of the Company with effect from closing business hours of Monday, 22^nd April 2024 owing to his preoccupancy and engagements in various professional assignments.

2. Mrs. Kalpanaben Champaklal Shah (DIN 02786730) vide her Resignation Letter dated 05^th June 2024 has resigned from the office of Non-Executive and Non-Independent Woman Director of the Company with effect from closing business hours of Wednesday, 05^th June 2024 owing to some personal reasons and other social commitments.

3. Mr. Romit Champaklal Shah (DIN 06395661) vide his Resignation Letter dated 05^th June 2024 has resigned from the office of Non-Executive and Non-Independent Director of the Company with effect from closing business hours of Wednesday, 05^th June 2024 owing to his involvement in other professional and business commitments.

4. Mr. Aayush Kamleshbhai Shah (DIN 10149440) vide his Resignation Letter dated 05^th June 2024 has resigned from the office of Independent Director of the Company with effect from closing business hours of Wednesday, 05^th June 2024 owing to his owing to his preoccupancy and engagements in various professional assignments.

5. Mr. Darshan Bipinchandra Shah (DIN 07030608) vide his Resignation Letter dated 08^th July 2024 has resigned from the office of Additional Director (Non-Executive and Independent Director) of the Company with effect from closing business hours of Monday, 08^th July 2024 owing to his other professional commitments.

6. Mr. Ronit Champaklal Shah (DIN 02851806) vide his Resignation Letter dated 08^th July 2024 has resigned and retired from the office of Managing Director (Promoter) of the Company with effect from closing business hours of Monday, 08^th July 2024 owing to his involvement and preoccupation in social and other business commitments. He continued to hold the office of Director (Promoter) of the Company. Further vide his Resignation letter dated 04^th March 2025 has resigned from the office of Director (Promoter) of the Company with effect from the closing business hours of Tuesday, 04^th March 2025 owing to his pre-occupation and other business commitments.

During the Financial Year ending 31^st March 2026, the following Resignations/Retirements took place:

(a) Ms. Avani Ashwinkumar Shah (DIN 09608898) vide her Resignation Letter dated 7th August 2025 has resigned from the office of Non-Executive and Independent Woman Director of the Company with effect from closing business hours of Thursday, 7th August 2025 owing to other Professional commitments.

(b) Ms. Juhi Sawajani (DIN 09811893) vide her Resignation Letter dated 7th August 2025 has resigned from the office of Non-Executive and Independent Director of the Company with effect from closing business hours of Thursday, 7th August 2025 owing to other Professional commitments.

The Board has placed on record appreciation for their valuable contributions during their tenure as Directors of the Company.

Key Managerial Personnel:

As on 31^st March 2025, pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ajaykumar Bholanath Gupta, Managing Director, Mr. Arpit Singh, Director and Chief Financial Officer and Mr. Kunal Jain, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company.

Changes in Key Managerial Personnels:

During the Financial Year ended 31^st March 2025, the following changes took place:

1. Mr. Hemant Harshadkumar Kayastha vide his Resignation Letter dated 08^th July 2024 has resigned from the office of Chief Financial Officer and Key Managerial Personnel of the Company with effect from closing business hours of Monday, 08^th July 2024 to pursue better career opportunities.

2. Mr. Arpit Singh has been appointed as the Chief Financial Officer of the Company with effect from Monday, 08^th July 2024. Mr. Arpit Singh shall also be designated as the Whole-Time Key Managerial Personnel of the Company under the Companies Act 2013 and SEBI (LODR) Regulations, 2015.

During the Financial Year ending 31^st March 2026, no changes took place in Key Managerial Personnels.

Annual Evaluation of Board's Performance:

In terms of the requirement of the Companies Act, 2013 and the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on parameters such as preparation, participation, conduct, independent judgment and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate

Affairs ("IICA").

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company www.ielindia.in.

Pecuniary relationship

During the year under review, except those disclosed in the Audited Financial Statements, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

Code of Conduct

Your Company has adopted a Code of Conduct for all the employees including Board Members and Senior Management Personnel of the Company in accordance with the requirement under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code of Conduct has been posted on the website of the Company www.ielindia.in. All the Board Members and the Senior Management Personnel have affirmed their compliance with the said Code of Conduct for the financial year ended 31^st March 2024.

19. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares in the Company as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure the reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Company's Shares. The Code is also available on the website of the Company www.ielindia.in.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with BSE Limited and also uploaded on the website of the Company.

20. COMMITTEES OF THE BOARD:

As on 31^st March 2025, the Board of Directors has following committees:

a. Audit Committee. b. Nomination and Remuneration Committee. c. Stakeholder's Relationship Committee. d. Rights Issue Committee.

Audit Committee

As on 31^st March 2025, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Ms. Juhi Sawajani	Chairperson	Independent Director
Ms. Avani Ashwinkumar Shah	Member	Independent Director
Mr. Arpit Singh	Member	Non-Executive and Non-Independent Director

The composition and terms of reference of the Audit Committee are in conformity with the Section 177 of the Companies Act, 2013 together with Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the minutes of the Audit Committee are placed before the Board for its information. All the members of the Audit Committee are financially literate and have requisite experience in financial management.

As on date of this report, the composition of Audit Committee is as follows:

Name	Designation		Nature of Directorship
Ms. Aastha Jain	Chairperson		Independent Director
Ms. Ami Priyank Bhanshali	Member		Independent Director
Ms. Mokshi Prakashbhai Shah		Member		Independent Director

The terms of reference of the Audit Committee are as under:

• Overseeing the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; • Recommending to the Board for appointment, re-appointment and if required, the replacement or removal of the Statutory Auditor and the fixation of the fees; • Approval of payment to statutory auditors for any other services rendered by the statutory auditors; • Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to: (a) Matters required being included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013. (b) Changes, if any, in accounting policies and practices and reasons for the same (c) Major accounting entries involving estimates based on the exercise of judgment by management. (d) Significant adjustments made in the financial statements arising out of audit findings (e) Compliance with listing and other legal requirements relating to financial statements (f) Disclosure of any related party transactions (g) Qualifications in the draft audit report • Reviewing, with the management, the quarterly financial statements before submission to the board for approval; • Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; • Reviewing with the management performance of statutory and internal auditors, adequacy of the internal control systems; • Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. • Scrutiny of Inter-Corporate Loans and Investments. • Valuation of undertakings or assets of the Company, wherever it is necessary. • Discussions with internal auditors any significant findings and follow up thereon. • Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. • Discussions with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. • To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. • The Audit Committee shall mandatorily review the following information. a. Management discussion and analysis of financial condition and results of operations; b. Statement of significant related party transactions (as defined by the audit committee), submitted by

Management ; c. Management letters/letters of internal control weaknesses issued by the statutory auditors ; d. Internal audit reports relating to internal control weakness ; and e. The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit Committee. • To review the functioning of the Whistle Blower mechanism; • Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; • To look into any other matter which may be referred to it by the Board. • In addition to the above, the Committee shall have such functions / role / powers as may be specified in the Companies Act, Listing Agreement with Stock Exchanges or any other applicable law.

The Audit Committee met Nine (9) times during the financial year and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	22^nd April 2024	Chairman & All other members were present
2.	20^th May 2024	Chairman & All other members were present
3.	05^th June 2024	Chairman & All other members were present
4.	10^th June 2024	Chairman & All other members were present
5.	08^th July 2024	Chairman & All other members were present
6.	22^nd July 2024	Chairman & All other members were present
7.	24^th August 2024	Chairman & All other members were present
8.	21^st October 2024	Chairman & All other members were present
9.	12^th February 2024	Chairman & All other members were present

Ms. Juhi Sawajani, Chairman of the Audit Committee was present at the last Annual General Meeting held on 27^th September 2024. The Company Secretary of the Company is the Secretary of the Committee. The Internal Auditor and the representatives of the Statutory Auditors also attend the Audit Committee meetings, besides the executives invited by the Audit Committee to be present thereat. The Internal Auditor presented their report directly to the Audit Committee.

Nomination and Remuneration Committee

As on 31^st March 2025, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Ms. Juhi Sawajani	Chairperson	Independent Director
Ms. Avani Ashwinkumar Shah	Member	Independent Director
Mr. Arpit Singh	Member	Non-Executive and Non-Independent Director

As on date of this report, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Ms. Aastha Jain	Chairperson	Independent Director
Ms. Ami Priyank Bhanshali	Member	Independent Director
Ms. Mokshi Prakashbhai Shah	Member	Independent Director

The Composition of this committee is also in compliance with the requirements of Section 178 of the Companies, Act 2013, and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compensation grades of the senior managerial personnel are governed by the HR policies of the Company. Managerial remuneration is regulated in terms of Section 197, 198, Schedule V and other applicable provisions of the Companies Act, 2013.

Terms of reference

The terms of reference of the Nomination and Remuneration Committee are as under:

• The Committee shall have meetings periodically as it may deem fit.

• The Committee shall invite such of the executives to be present at the meetings of the Committee required by it. • The Committee shall have the following powers and functions: a. Identify people who are qualified to become directors and persons who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal. b. Carry on the evaluation of every Director's performance. c. Formulate criteria for determining qualifications, positive attributes and independence of a director. d. Recommend to the Board a policy relating to the remuneration of the directors, Key Managerial

Personnel and other employees. e. Formulate criteria for evaluation of Independent Directors and the Board; and f. Devise a policy on Board Diversity.

g. Recommend to the Board all remuneration, in whatever form, payable to senior management.

• To administer and supervise Employee Stock Option Schemes (ESOS) including framing of policies related to ESOS and reviewing grant of ESOS. • Review HR Policies and initiatives.

In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has formulated the Nomination and Remuneration Policy of the Company.

The Details of Remuneration paid to all the Directors have been included in the Annual Financial Statements forms part of this Report. The Company does not have any stock option scheme for any of its directors or employees.

The Nomination and Remuneration Committee met Four (4) times during the financial year, and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	22^nd April 2024	Chairman & All other members were present
2.	05^th June 2024	Chairman & All other members were present
3.	08^th July 2024	Chairman & All other members were present
4.	12^th February 2025	Chairman & All other members were present

Ms. Juhi Sawajani, being, Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting held on 27^th September 2024. The Company Secretary of the Company is the Secretary of the Committee.

Stakeholder's relationship Committee.

As on 31^st March 2025, the composition of Stakeholder's relationship Committee is as follows:

Name	Designation	Nature of Directorship
Ms. Juhi Sawajani	Chairperson	Independent Director
Ms. Avani Ashwinkumar Shah	Member	Independent Director
Mr. Arpit Singh	Member	Non-Executive and Non-Independent Director

As on date of this report, the composition of Stakeholder's relationship Committee is as follows:

Name	Designation	Nature of Directorship
Ms. Aastha Jain	Chairperson	Independent Director
Ms. Ami Priyank Bhanshali	Member	Independent Director
Ms. Mokshi Prakashbhai Shah	Member	Independent Director

Terms of Reference

The terms of reference of the Committee are as under:

• To specifically look into the Redressal of Investors' Grievances pertaining to: a. Transfer and Transmission of Shares and Debentures. b. Non-Receipt of Annual Reports. c. Dividends, Interests and Redemption Proceeds of Debentures. d. Dematerialization of Shares and Debentures. e. Replacement of Lost, Stolen, Mutilated Share and Debenture Certificates. f. Non-receipt of Rights, Bonus, Split Share Certificates.

• To look into other related issues towards strengthening Investors' Relations.

• To consider and approve issuance of Share/Debenture Certificates including Duplicate Share/ Debenture Certificates.

• To look into the reasons for any defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of nonpayment of Declared Dividends) and Creditors. • To review the reports submitted by the Registrars and Share Transfer Agents of the Company at half-yearly basis. • To Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent. • To Review of measures taken for effective exercise of voting rights by shareholders. • To Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

The Stakeholder's relationship Committee met Four (4) times during the financial year, and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	22^nd April 2024	Chairman & All other members were present
2.	22^nd July 2024	Chairman & All other members were present
3.	21^st October 2024	Chairman & All other members were present
4.	12^th February 2025	Chairman & All other members were present

There were no pending complaints/ transfers as on 31^st March 2025 and also there were no complaints which were not resolved to the satisfaction of Shareholders. The summary of status of complaints/ request received, disposed and pending as on March 31, 2025, is as under:

No. of complaints/request received	No. of complaints/requests solved to the satisfaction of shareholders/investors	No. of pending complaints/request as on 31^st March, 2025
0	0	0

All Share transfer and correspondence thereon are handled by the Company's Registrars and Share Transfer Agents viz. MUFG Intime India Pvt. Ltd (Formerly Known as Link Intime India Pvt. Ltd.) C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400083 Phone: 022 49186270, Fax: 022 49186060, Email ID - rnt.helpdesk@linkintime.co.in, Website - www.in.mpms.mufg.com.

Mr. Kunal Jain has been appointed as the Company Secretary and Compliance Officer as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has been entrusted with the task of overseeing the Share Transfer work done by the Registrars and Share Transfer Agents and attending to grievances of the Shareholders and Investors intimate to the Company directly or through SEBI and Stock Exchanges.

There are no pending legal matters, in which the Company has been made a party, before any other Court(s)/ Consumer Forum(s) etc., on Investors grievances.

Ms. Juhi Sawajani, being, Chairman of the Stakeholder's Relationship Committee was present at the last Annual General Meeting held on 27^th September 2024. The Company Secretary of the Company is the Secretary of the Committee.

Rights Issue Committee:

The Composition of Rights Issue Committee is as follows:

Sr. No	Name of the Director	Designation	Chairperson /Member
1.	Ms. Juhi Sawajani	Independent Director	Chairperson
2.	Mr. Ajaykumar Bholanath Gupta	Managing Director	Member
3.	Mr. Arpit Singh	Director	Member

Terms of Reference

The terms of reference of the Committee are as under:

• To appoint and enter into arrangements with registrar, ad-agency, banker(s) to the Rights Issue and all other intermediaries and advisors necessary for the Rights Issue, to enter into and execute all such arrangements, contracts/agreements, memorandum, documents, etc., in connection therewith.

• To negotiate, authorize, approve and pay commission, fees, remuneration, expenses and or any other charges to the applicable agencies / persons and to give them such directions or instructions as it may deem fit from time to time.

• To approve and adopt any financial statements prepared for purposes of inclusion in the Issue Documents, pursuant to the requirements outlined by the SEBI ICDR Regulations or any other applicable law for time being in force, including intimating the approval and adoption of such financial statements to the Stock Exchanges, if required.

• To negotiate, finalize, settle and execute the issue agreement, registrar agreement, monitoring agency agreement, underwriting agreement, ad-agency agreement, banker to the issue agreement and any other agreement with an intermediary and all other necessary documents, deeds, agreements and instruments in relation to the Rights Issue, including but not limited to any amendments/ modifications thereto.

• To take necessary actions and steps for obtaining relevant approvals from the Stock Exchanges or such other authorities, whether regulatory or otherwise, as may be necessary in relation to the Rights Issue.

• To finalise the Issue Documents and any other documents as may be required and to file the same with Stock Exchange and other concerned authorities and issue the same to the Shareholders of the Company or any other person in terms of the Issue Documents or any other agreement entered into by the Company in the ordinary course of business.

• To approve, finalize and issue in such newspapers as it may deem fit and proper all notices, including any advertisement(s) / supplement(s)/ corrigenda required to be issued in terms of SEBI ICDR Regulations or other applicable SEBI guidelines and regulations or in compliance with any direction from and /or such other applicable authorities.

• To decide in accordance with applicable law, the terms of the Rights Issue, the total number, issue price and other terms and conditions for issuance of the Equity Shares to be offered in the Rights Issue, and suitably vary the size of the Rights Issue, if required, in consultation with the Advisor to the Issue.

• To fix the record date for the purpose of the Rights Issue for ascertaining the names of the eligible Shareholders who will be entitled to the Equity Shares, in consultation with the Stock Exchanges.

• To decide the rights entitlement ratio in terms of number of Equity Shares which each existing Shareholder on the record date will be entitled to, in proportion to the Equity Shares held by the eligible Shareholder on such date.

• To open bank accounts with any nationalized bank / private bank / scheduled bank for the purpose of receiving applications along with application monies and handling refunds in respect of the Rights Issue.

• To appoint the collecting bankers for the purpose of collection of application money for the Rights Issue at the mandatory collection centers at the various locations in India.

• To decide on the marketing strategy of the Rights Issue and the costs involved.

• To decide in accordance with applicable law on the date and timing of opening and closing of the Rights Issue and to extend, vary or alter or withdraw the same as it may deem fit at its absolute discretion or as may be suggested or stipulated by SEBI, the Stock Exchanges or other authorities from time to time.

• To issue and allot Equity Shares in consultation with the Advisor to the Issue, the registrar, the designated Stock Exchange and the Stock Exchanges and to do all necessary acts, execution of documents, undertakings, etc. with National Securities Depository Limited and Central Depository Services (India) Limited, in connection with admitting the Equity Shares issued in the Rights Issue.

• To sign the listing applications, print share certificates, issue ASBA instructions and share certificates.

• To apply to regulatory authorities seeking their approval for allotment of any unsubscribed portion of the Rights Issue (in favour of the persons willing to subscribe to the same).

• To decide, at its discretion, the proportion in which the allotment of additional Equity Shares shall be made in the Rights Issue.

• To take such actions as may be required in connection with the creation of separate ISIN for the credit of rights entitlements in the Rights Issue.

• To dispose of the unsubscribed portion of the Equity Shares in such manner as it may think most beneficial to the Company, including offering or placing such Equity Shares with promoter and / or promoter group / banks / financial institutions / investment institutions / mutual funds / foreign institutional investors / bodies corporate or such other persons as the Board of Directors may in its absolute discretion deem fit.

• To make necessary changes and to enter the names of the renouncees, if they are not members of the Company, in the register of members of the Company.

• To decide the mode and manner of allotment of the Equity Shares if any not subscribed and left / remaining unsubscribed after allotment of the Equity Shares and additional Equity Shares applied by the Shareholders and renouncees.

• To finalise the basis of allotment of the Equity Shares in consultation with Advisor to the Issue, registrar and the designated Stock Exchange and Stock Exchanges, if necessary, including to decide the treatment of fractional entitlement, if any, in relation to the Equity Shares to be issued pursuant to the Rights Issue.

• To settle any question, difficulty or doubt that may arise in connection with the Rights Issue including the issue and allotment of the Equity Shares as aforesaid and to do all such acts, deeds and things as the Board may in its absolute discretion consider necessary, proper, desirable or appropriate for settling such question, difficulty or doubt and making the said Rights Issue and allotment of the Equity Shares; and

• To take all such steps or actions and give all such directions as may be necessary or desirable in connection with the Rights Issue and also to settle any question, difficulty or doubt that may arise in connection with the Rights Issue including the issuance and allotment of Equity Shares as aforesaid and to do all such acts and deeds in connection therewith and incidental thereto, as the Board of Directors may in its absolute discretion deem fit.

The Rights Issue Committee met Five (5) times during the financial year, and the details of the meeting are as follows:

Sr.
	Date of Meeting	Attendance of Chairman/Members
No
1.	3^rd October 2024	Chairman & All other members were present
2.	13^th January 2025	Chairman & All other members were present
3.	17^th January 2025	Chairman & All other members were present
4.	21^st February 2025	Chairman & All other members were present
5.	05^th March 2025	Chairman & All other members were present

21. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met Ten (10) times during the financial year, and the details of the meeting are as follows:

Sr.
	Date of Meeting
No
1.	22^nd April, 2024
2.	20^th May, 2025
3.	05^th June, 2024
4.	10^th June, 2024
5.	08^th July, 2024
6.	22^nd July, 2024
7.	24^th August, 2024
8.	21^st October, 2024
9.	19^th December, 2024
10.	12^th February, 2025

Name of the Director(s)	No of Board Meetings attended		Attendance at the last AGM held on 27^th September, 2024
	Held/Entitled	Attended
Mr. Ronit C. Shah	10	10	Yes
Mr. Romit C. Shah	3	3	Yes (As a Shareholder)
Mrs. Kalpanaben C. Shah	3	3	Yes (As a Shareholder)
Mr. Parshva Satishkumar Shah	1	1	NA
Mr. Aayush Kamleshbhai Shah	3	3	NA
Mr. Darshan Bipinchandra Shah	4	4	NA
Mr. Arpit Singh	7	7	Yes
Mr. Ajaykumar Bholanath Gupta	7	7	Yes
Ms. Avani Shah	5	5	Yes
Ms. Juhi Sawajani	7	7	Yes

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Every Director currently on the Board of the Company has personally attended at least one Board / Committee of Directors' Meeting in the financial year 2024-25. All the information required to be furnished to the Board was made available along with a detailed Agenda.

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors without the attendance of Non-Independent Directors was held on 12^th February 2025 to discuss the agenda items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors reviewed the performance of non-independent directors and the Board as whole, reviewed the performance of the Chairman of the Company taking into account the views of executive and non-executive directors and assessed the quality, quantity and timeliness flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

The Board meets at least once in every quarter to review quarterly performance, business operations, general affairs of the Company and considering approval of financial results. The agenda along with notice of each meeting in writing is circulated in advance to the Board Members. The Board is also free to recommend the inclusion of any method for discussion and consideration in consultation with the Chairman. The information as specified in Schedule II of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is regularly made available to the Board. The minutes of the meeting of Board and its Committees are captured in accordance with the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Secretarial Standards in respect of Board Meeting and also circulated in advance to all Directors and Members of the Committee and confirmed at subsequent meeting.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

22. SHAREHOLDERS MEETINGS:

During the Year under review, following meetings of the Shareholders has been held:

(a) 01/2024-25 Extra-Ordinary General Meeting ("EGM") of the Members of the Company held on Friday, 23rd August 2024 at 12:30 PM IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).

(b) 68th (Sixty-Eighth) Annual General Meeting of the Equity Shareholders of the Company held on Friday, 27th September 2024 at 12:30 PM through Video Conferencing or other Audio Visual Means.

23. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3) (c) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable accounting standards have been followed and there are no material departures from the same. (b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2025 and of the profit and loss statement of the Company for the financial year ended 31^st March, 2025. (c) Proper and sufficient care have 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. (d) The annual accounts have been prepared on a ‘going concern' basis. (e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and (f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

24. EXTRACT OF ANNUAL RETURN:

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (‘the Act') in form MGT-7 is made available on the website of the Company and can be accessed at www.ielindia.in.

25. RELATED PARTY TRANSACTIONS:

During the financial year 2024-25, all transactions entered into with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of the business and carried on an arm's length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for the financial year 2024-25 and estimated transactions for financial year 2025-26. There were no materially significant related party transactions that may conflict with the interest of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Company's website at www.ielindia.in. Disclosures on related party transactions are set out in the Notes to the Financial Statements forming part of this Annual Report.

The disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in the Form AOC-2 is set out herewith as "Annexure [B]" and forms an integral part to this Report

26. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

27. RISK MANAGEMENT:

The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

28. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Code is also available on the website of the Company www.ielindia.in.

29. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to give information relating to Corporate Social Responsibility as the Company does not fall under the applicable threshold limit mentioned under section 135 of the Companies Act, 2013.

30. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

During the period under review, M/s Rushabh Shreyansh & Co, Chartered Accountants (FRN: 131457W) had resigned from the office of Statutory Auditors of the Company w.e.f 24^th August 2024 on account of unwillingness to continue as Statutory Auditors due to other professional commitments and pre-occupation.

To fill the casual vacancy of Statutory Auditors caused due to Resignation of M/s Rushabh Shreyansh & Co, Chartered Accountants (FRN: 131457W), the Board of Directors after considering the recommendations of the Audit Committee, at their meeting held on 24^th August 2024 had appointed M/s Maark & Associates, Chartered Accountants (FRN: 145153W) to hold office of the Statutory Auditors from the conclusion of that Board Meeting till the date of 68th AGM of the Company.

Further, M/s Maark & Associates, Chartered Accountants (FRN: 145153W) were Appointed as Statutory Auditors for a period of 5 (Five) consecutive years to hold office from the conclusion of 68th Annual General Meeting till the conclusion of the 73^rd Annual General Meeting of the Company to conduct the Statutory Audit from financial year 2024-25 to financial year 2028-29.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification dated S.O. 1833 (E) dated 7th May 2018 and effective from the date, the Proviso of Section 139(1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors M/s Maark & Associates, Chartered Accountants (FRN: 145153W), Chartered Accountants, has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 69^th AGM of the Company.

The Auditors' Report for Financial Year ended 31^st March 2025 forms part of the Annual Report and does not contain any qualification, reservation or adverse remarks.

Cost Auditor:

The appointment of Cost Auditor for the Company is not applicable to the Company.

Internal Auditor:

The Company had appointed M/s Nishesh Dalal & Co, Chartered Accountants as an Internal Auditor of the Company for the Financial Year ended 31st March 2025 at the Board Meeting held on 22nd April 2024.

The Internal Audit Report issued by the Internal Auditor was present before the Audit Committee and the Board of Directors of the Company.

The Internal Audit Reports for Financial Year ended 31^st March 2025 does not contain any qualification, reservation or adverse remarks.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on 22^nd April 2024 has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries (M No. 10329 and COP No. 12987), to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - [C]" to this Report.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year 2025-26 to F.Y. 2029-30 at their meeting held on 07^th August 2025. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

The details required as per Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) forms part of Explanatory Statement to the Notice of the 69^th AGM.

31. EXPLANATION ON AUDITORS REPORT:

Statutory Auditor

The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

Secretarial Auditor

The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

32. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 other than those which are reported to Central Government during the year under review.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

In view of no manufacturing activity in the Company, the information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to the information on conservation of energy, technology absorption is not applicable.

Information of Foreign Exchange Earning and expenses for the financial year 2024-25 is provided below:

Particulars	2024-25	2023-24
Earnings in Foreign Currency:
	NIL	NIL
• Export of Goods
Expenditure in Foreign Currency.	NIL	NIL

34. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its size and activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013 is forming part of the financial statement for the year under review.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to providing and promoting a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, required disclosure is given below:

(a) The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes against sexual harassment are conducted across the organization.

(b) Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:

Particulars	Number of Complaints
Number of complaints at the opening of the Financial Year	Nil
Number of complaints filed during the Financial Year	Nil
Number of complaints disposed of during the Financial Year	Nil
Number of complaints pending as on end of the Financial Year	Nil

36. DISCLOSURE REQUIREMENTS:

a) Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013: review.

d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. Related Party disclosures/transactions are detailed in the Notes to the financial statements.

37. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been granted the benefits as prescribed under the Act, including maternity leave and other related entitlements. The Company remains committed to fostering a supportive and inclusive work environment, particularly for working mothers, and continues to uphold its responsibility towards gender equity in the workplace.

38. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

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

39. OTHER DISCLOSURES:

(a) During the financial year 2024-25, the Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. (b) During the financial year 2024-25, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016. (c) During the financial year 2024-25, your Company has not entered into any One-Time Settlement with banks or financial institutions. (d) The Company has not issued any debentures during the financial year 2024-25. (e) During the financial year 2024-25, your Company did not raise funds from Preferential Issue of Convertible Equity Warrants and your Board hereby confirms that there were no deviations(s) or variation (s) in the utilization of proceeds from the objects stated in the explanatory statement to the notice for the general meeting.

40. CAUTIONARY STATEMENT:

This report contains forward-looking statements based on the perceptions of the Company and the data and information available with the Company. The Company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Company's current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different.

41. ACKNOWLEDGEMENT:

The Directors hereby wish to place on record their appreciation for the support extended by its banker, suppliers, employees and all other stakeholders without whose support the overall satisfactory performance would not have been possible during the pandemic.

	By order of the Board of Directors
	For IEL Limited
	SD/-
26^th August 2025	Ajaykumar Bholanath Gupta
Ahmedabad	Managing Director