Directors Report of IB Infotech Enterprises Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the Annual Report of the Company along with the
Audited Statement of Accounts for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

(Amount in Lacs)

Particulars	31-03-2025	31-03-2024
Total Income including other income	656.87	589.28
Depreciation	(55.76)	(9.28)
Total Expenditure	(501.79)	(481.48)
Profit (Loss) before Tax	99.32	98.52
Tax Expenses	(25.20)	(25.35)
Profit (Loss) after Tax	74.12	73.17

2. PERFORMANCE & RESULTS:

In the year under review, the Company delivered a strong financial performance, achieving
consistent growth across key indicators. Total Income, Profit Before Tax, and Net Profit all
recorded year-on-year improvements, driven by focused execution, enhanced operational
efficiency, and strategic initiatives. This performance reinforces our commitment to
delivering long-term, sustainable value to our stakeholders.

Total Income: The Company reported a total income of ?656.87 Lacs, marking an 11.47%
increase over the previous year''s income of ?589.28 Lacs.

Profit Before Tax (PBT): Profit before tax stood at ?99.32 Lacs, compared to ?98.52 Lacs in the
previous year, reflecting a stable and resilient performance.

Net Profit: Net profit for the year was ?74.12 Lacs, marginally higher than the previous year''s
net profit of ?73.17 Lacs.

These results highlight the Company''s ability to navigate a dynamic business environment
while maintaining a strong financial foundation.

3. STATE OF COMPANY''S AFFAIRS:

In the financial year ended 31st March 2025, the Company continued to strengthen its
business fundamentals and demonstrated steady progress across key areas. Revenue growth
remained on an upward trajectory, supported by disciplined operational practices and
prudent management decisions. The year saw a healthy uptick in income, accompanied by a
stable profit profile, reflecting the Company''s capacity to manage costs effectively while

adapting to evolving market conditions. Although growth in profitability was modest, it
reinforces the underlying resilience of the business. The Company remained focused on
enhancing operational efficiency and optimizing resources, setting a strong platform for
sustainable development. This performance is a testament to the ongoing efforts to build a
future-ready organization that can deliver enduring value to its stakeholders.

4. CHANGES IN THE NATURE OF BUSINESS, IFANY:

There has been no material change in the nature of business during the period under review.

5. DIVIDEND:

Considering the Company''s financial performance, growth plans and related funding
requirements, the Board of Directors have recommended a dividend of Re. 1/- per equity
share (10%) on face value of Re. 10/- each for the financial year ended 31st March, 2025.

The Board of Directors of your company, has decided not to transfer any amount to the
Reserves for the year under review.

6. DEPOSITS:

The Company has not accepted any deposits from the public and no amount of principal
or interest on fixed deposits was outstanding as on the Balance sheet date.

7. DIRECTORS:

A. Directors

> In accordance with the provisions of section 152 of the Act and the Articles of
Association, Mr. Rajkumar Singh (DIN: 00174963), Non-Executive Director of the
Company retires by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment. The Board recommends his re¬
appointment.

B. Key Managerial Personnel:

> Mrs Rita Singh was appointed as a Whole Time Director of the Company in the
Board Meeting held on 18^th October, 2024, subject to the approval of members in
the ensuing Annual General Meeting for a period of 5 years with effect from 18^th
October, 2024, with out any remuneration and subject to retire by rotation.

> During the year under review, there is no change in composition of Key Managerial
Personnel other than above.

8. REMUNERATION TO DIRECTORS:

During the year under review, the Company has not paid any remuneration to any
of the Directors of the Company.

9. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
EMPLOYEES:

During the year under review, no remuneration has been paid to any of the directors,
and hence the ratio of remuneration of each Director to the median of the employees
has not been calculated.

10. NOMINATION & REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is uploaded on the web-site of the Company
www.ibinfotech.net.in.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from the independent directors that they meet the
criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies
Act, 2013 and under regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

12. DISLOSURE OF FRAUDS REPORTED UNDER SECTION 143 OF COMPANIES
ACT,2013:

During the year under review, the directors of the company do not observe any contract,
arrangement and transaction which could result in a fraud; the director hereby ensure that
the company has not been encountered with any fraud or fraudulent activity during the
financial year 2024 - 2025.

13. COMMITTEES OF BOARD:

As on March 31^st, 2025, the Company has following Statutory Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder Relationship Committee

The Board decides the terms of reference for these committees. Minutes of meetings of the
Committees are placed before the Board for information.

Audit Committee

Pursuant to the provisions of section 177 of the Companies Act, 2013 an Audit Committee
comprises of 3 Directors as members and two-third of whom being Independent Directors.
Mr. Manish Sheth was appointed as Chairman of Audit Committee. During the year, there
were in total Four (04) Audit Committee Meetings were held on 13^th May, 2024, 24^th July 2024,
18^th October, 2024 and 24^th January, 2025.

The Audit Committee comprises of the following Directors:

Names of the Member	Category	Meetings attended
Mr. Manish Sheth	Chairman	4
Mrs. Rita Singh	Member	4
Mr. Mukesh Purohit	Member	4

Nomination and Remuneration Committee:

Nomination and Remuneration Committee comprises of 3 (Three) Members all of
whom shall be Non-Executive Director and fifty percent of directors shall be
Independent Directors, the Composition as on 31^st March, 2025 is as under:

Names of the Member	Category	Meetings attended
Mr. Manish Sheth	Chairman	2
Mr. Mukesh Purohit	Member	2
Mr. Jasmin Parekh	Member	2

During the year One (02) meeting were held on 13^th May, 2024 and 18^th October, 2025.
CRITERIA FOR EVALUATION OF PERFORMANCE:

The Nomination and Remuneration Committee has laid down the criteria for
evaluation of performance of Independent Directors and the Board.

1. Attendance and contribution at Board and Committee meetings

2. His/her stature, appropriate mix of expertise, skills, behaviour, experience,
leadership qualities, sense of sobriety and understanding of business, strategic
direction to align company''s value and standards.

3. His/her knowledge of finance, accounts, legal, investment, marketing, foreign
exchange/ hedging, internal controls, risk management, assessment and mitigation,
business operations, processes and Corporate Governance.

4. His/her ability to create a performance culture that drives value creation and a
high quality of debate with robust and probing discussions.

5. Effective decisions making ability to respond positively and constructively to
implement the same to encourage more transparency.

6. Open channels of communication with executive management and other colleague
on Board to maintain high standards of integrity and probity.

7. Recognize the role which he/she is expected to play, internal Board Relationships
to make decisions objectively and collectively in the best interest of the Company to
achieve organizational successes and harmonizing the Board.

8. Quality of decision making on source of raw material/procurement of roughs,
export marketing, understanding financial statements and business performance,
raising of finance, best source of finance, working capital requirement, Forex
dealings, geopolitics, human resources etc.

9. His/her contribution to enhance overall brand image of the Company.
PERFORMANCE EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance
evaluation of independent directors, Board of Directors and Committees of the Board of
Directors. The criteria for performance evaluation encompass the following areas relevant to
their functioning as independent directors, member of Board or Committees of the Board.

• Attendance to the Board and Committee meetings, and active participation thereof.

• Flow of information to the Board.

• Experience and competencies, performance of specific duties and obligations.

• How their performance is reflected in the overall engagement of the Board and its
Committees with the Company

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of 3 (Three) Members, at least one of
whom shall be Independent Director.

During the year, one Shareholders/Investors Grievance Committee meeting was held on 13^th
May, 2024. The composition of the Shareholders/Investors Grievance Committee as on 31^st
March, 2025 is as under:

Names of the Member	Category	Meetings attended
Mr. Manish Sheth	Chairman	1
Mrs. Rita Singh	Member	1
Mr. Mukesh Purohit	Member	1

14. MEETINGS OF BOARD:

During the year under review, Four (4) meetings of the Board were held. The said meetings
were held on 13 ^th May, 2024, 24^th July 2024, 18^th October, 2024 and 24^th January, 2025 and
the maximum time gap between two Board Meetings did not exceed 120 days.

In addition to the above during the year under review the Non-Executive Independent
Directors of the Company met on 13^th May, 2024, without the attendance of Executive and
Non- Independent Directors and the members of the Management. During the said meeting,
the following points were discussed:

• Performance of Non-Independent Directors and the Board as a whole
•Performance of the Chairperson of the Company, considering the views of Executive
Directors and Non-Executive Directors

• Assessment of 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

15. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration, Stakeholders
Relationship Committees.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

A Management Discussion and Analysis on the business and operations of the company
forming part of this report is given as a separate section of the Annual Report.

17. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

(i) in the preparation of the annual financial statements for the year ended March 31,
2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures, if any;

(ii) the directors had 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 the company at the end of the financial year and
of the Profit/Loss of the company for that period.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors had prepared the annual accounts on a going concern basis.

(v) The directors, had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively;
and

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

18. COST AUDITOR:

The provisions of Cost Audit as prescribed under section 148 of the Act, are not applicable to
the Company.

19. AUDITORS:

Statutory Auditor:

M/s Laxmi Tripti & Associates, Chartered Accountants, (FRN:009189C) were appointed as
the Statutory Auditors of the Company under section 139 of the Companies Act, 2013 for a
period of 5 years from the conclusion of the 36th AGM till the conclusion of 41st AGM to be
held in the year 2028.

The Auditors'' Report do not contain any qualifications, reservations, adverse remarks or
disclaimer.

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 Company had
appointed Mr. Harshvardhan Tarkas, (ACS No. 30701, COP NO. 24169) Practicing Company
Secretary to undertake the Secretarial Audit of the Company for the financial year 2024-25.
The Secretarial Audit Report (MR-3) is annexed herewith as Annexure-A.

The Secretarial Auditors'' Report do not contain any qualifications, reservations, adverse
remarks or disclaimer.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of Loans, Guarantees and Investments covered under provisions of section 186 of
the Act, if any, are given in the notes to the Financial Statements.

21. PARTICULARS OF EMPLOYEES:

There were no employees during the whole or part of the year who were in receipt of
remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year, all contracts / arrangements / transactions entered by the Company with
Related parties were in Ordinary Course of the Business and on Arm''s Length basis.

The members may also refer Note. 26 to the Financial Statements which sets out Related Party
disclosures pursuant to Ind AS. There are no materially significant related party transactions
that may have potential conflict with interest of the Company at large.

SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of section 134(3)(q) and Rule 8 of the of
the Companies (Accounts) Rules, 2016, of the Companies Act, 2013, are not applicable.

23. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.

Therefore, there were no funds which were required to be transferred to Investor Education
and Protection Fund (IEPF).

24. CORPORATE GOVERNANCE:

In terms of Clause 15(2)(a) of SEBI(LODR) Regulations, 2015 the compliance with the
Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of
sub regulation (2) of Regulation 46 and para-C, D and E of schedule V are not applicable to
the Company. However, the Company has been observing best corporate governance
practices and is committed to adhere to the Corporate Governance requirements on on-going
basis.

25. ANNUAL RETURN:

The Annual Return for the year ended 31^stMarch, 2025 in form MGT-7 is available on the
company''s website http://www.ibinfotech.net.in/

26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of section 134 (3)(o) and 135(1) of the Companies Act, 2013 read with Rule 8
of Companies (CSR) Rules is not applicable to the Company as it is not falling under the
criteria mentioned in the Act.

27. RISK MANAGEMENT POLICY

The Company follows a proactive risk management policy, aimed at protecting its assets and
employees which at the same time ensuring growth and continuity of its business. Further,
regular updates are made available to the Board at the Board meeting and in special cases on
ad-hoc basis.

28. ISSUE OF SHARES:

The Company during the year under review has not issued any Equity Shares nor did it buy¬
back any of its shares.

29. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:

Since the Company does not have a manufacturing unit, provisions of Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8(3)(A) & (B) of the Companies (Accounts) Rules,
2014, as amended from time to time, regarding conservation of energy and technology
absorption is not applicable.

30. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review there were no Foreign Exchange transactions.

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil mechanism and Whistle blower policy (WBP) to deal with the
instance of fraud and mismanagement, if any.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS,
IF ANY:

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

34. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:

During the year under review, there were no other material events and commitments
affecting financial position of the Company occurring after Balance sheet date.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of Sexual Harassment of Women at Workplace (Prevention,
Prohibition &Redressal) Act, 2013 (''Act'') and Rules made thereunder, no complaints have
been received on Sexual harassment for the financial year ending 31^stMarch 2025. The
Company is committed to providing a safe and conducive work environment.

36. SECRETARIAL STANDARDS ISSUED BY ICSI:

The Company is in compliance with all the applicable Secretarial Standards as specified by
the Institute of Company Secretaries of India (ICSI).

37. RISKS AND CONCERNS:

In today''s challenging and competitive environment, strategies for mitigating inherent risks
in accomplishing the growth plans of the company are imperative. The main risks inter alia
include strategic risk, operational risk, financial risk and compliances & legal risk.

38. INSOLVENCY AND BANKRUPTCY:

The Company has not made any application or no proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being
commented upon.

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

During the Financial Year under review, there has been no incident of one time settlement for
loan taken from the banks of financial institutions and hence not being commented upon.

40. DISCLAIMER:

Certain statement in the management discussion and analysis may be forward looking within
the meaning of applicable securities laws and regulations and actual results may differ
materially from those expressed or implied. Factors that would make differences to
Company''s operations include competition, price realization, changes in government policies
and regulations, tax regimes, economic development and other incidental factors.

41. ACKNOWLDEGEMENTS:

Your directors express their appreciation for the dedicated and sincere services rendered
by the employees of the company and also sincerely thank the shareholders for the
confidence reposed by them in the company and from the continued support and co¬
operation extended by them.

For and on behalf of the Board of Directors

For IB Infotech Enterprises Limited

Sd/- Sd/-

Rita Singh Jasmin Parekh

DIN: 01988709 DIN: 06507112

W.T. Director Director

Place: Mumbai
Date: 13^th May, 2025

---

Mar 31, 2024

Your directors have pleasure in presenting the Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

(Amount in thousand)
Particulars	31-03-2024	31-03-2023
Total Income including other income	58,928.22	30,072.89
Depreciation	(927.55)	(324.44)
Total Expenditure	(48,148.56)	(21,643.24)
Profit (Loss) before Tax	9,852.12	8,105.21
Tax Expenses	(2,535.24)	(734.22)
Profit (Loss) after Tax	7316.87	7370.99
Prior Period Adjustments	0	0

2. PERFORMANCE & RESULTS:

In the year under review, the Company achieved significant milestones, reflecting our commitment to growth and operational excellence. The key financial highlights are as follows:

Income: The Company reported total income of Rs. 589.28 lacs, representing a 95.95% increase compared to total income of Rs. 300.72 lacs in the previous year.

Profit Before Tax: Profit before tax for the year was Rs. 98.52 lacs compared to Rs. 81.05 Lacs in the previous year.

Net Profit: The net profit for the year stood at Rs. 73.16 lacs compared to the previous year net profit of Rs. 73.70 lacs.

3. STATE OF COMPANY''S AFFAIRS:

In the financial year ended 31.03.2024, your company demonstrated robust performance and strategic progress, marked by significant revenue growth and operational advancements. The Company achieved a total revenue of Rs. 589.28 lacs, reflecting a 95.95% increase from the previous year, driven by key factors such as strong market demand and operational efficiencies. Our profit before tax improved to Rs. 98.52 lacs, however, net profit slightly declining to Rs. 73.16 lacs from Rs. 73.70 lacs in the previous year mainly due to significant increase in tax expenses from Rs. 7.34 lacs in the previous year to Rs. 25.35 lacs in the current financial year i.e. 2023 - 24.

Looking forward, we remain committed to our strategic objectives, focusing on to drive longterm value for our shareholders and stakeholders.

4. CHANGES IN THE NATURE OF BUSINESS, IFANY:

There has been no material change in the nature of business during the period under review.

5. DIVIDEND:Interim Dividend

The Board of Directors of your company at its meeting held on 25^th January, 2024, had declared and paid an interim dividend of Rs. 0.50/- per equity share of the face value of Rs. 10 each (@ 5%) for the financial year 2023 - 24.

Final Dividend

Considering the Company''s financial performance, growth plans and related funding requirements, the Board of Directors have recommended a dividend of Re. 0.50/- per equity share (5%) on face value of Re. 10/- each for the financial year ended 31st March, 2024.

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review.

6. DEPOSITS:

The Company has not accepted any deposits from the public and no amount of principal or interest on fixed deposits was outstanding as on the Balance sheet date.

7. DIRECTORS:A. Directors

> Mr. Mukesh Purohit (DIN: 09791097) was appointed as an Additional Independent Director on the Board of the Company to hold office for a term of 5 (five) consecutive years from December 09, 2022 subject to the approval of members at the next Annual General Meeting.

The members at the adjourned Annual General Meeting held on 29^th September, 2023, approved the appointment of Mr. Mukesh Purohit as a Non-Executive Independent Director, not liable to retire by rotation.

> Mr. Rajkumar Singh (DIN: 00174963) was appointed as Additional NonExecutive director by the Board at its meeting held on December 09, 2022 to hold office upto the conclusion of ensuing Annual General Meeting.

The members at the adjourned Annual General Meeting held on 29^th September, 2023, approved the appointment of Mr. Rajkumar Singh as a Non-Executive Director, liable to retire by rotation.

> Mr. Bavel Rajkumar Singh (DIN: 06989817) was appointed as Additional NonExecutive director by the Board at its meeting held on December 09, 2022 to hold office upto the conclusion of ensuing Annual General Meeting.

The members at the adjourned Annual General Meeting held on 29^th September, 2023, approved the appointment of Mr. Bavel Rajkumar Singh as a NonExecutive Director, liable to retire by rotation.

> In accordance with the provisions of section 152 of the Act and the Articles of Association, Ms. Rita Singh (DIN: 01988709), Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her reappointment.

B. Key Managerial Personnel:

> During the year under review, Mr. Jitesh Rathod was appointed as Company Secretary of the Company w.e.f 24 th May, 2023.

8. REMUNERATION TO DIRECTORS:

During the year under review, the Company has not paid any remuneration to any of the Directors of the Company.

9. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:

During the year under review, no remuneration has been paid to any of the directors, and hence the ratio of remuneration of each Director to the median of the employees has not been calculated.

10. NOMINATION & REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is uploaded on the web-site of the Company www.ibinfotech.net.in.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from the independent directors that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. DISLOSURE OF FRAUDS REPORTED UNDER SECTION 143 OF COMPANIES ACT,2013:

During the year under review, the directors of the company do not observe any contract, arrangement and transaction which could result in a fraud; the director hereby ensure that the company has not been encountered with any fraud or fraudulent activity during the financial year 2023 - 2024.

13. COMMITTEES OF BOARD:

As on March 31^st, 2024, the Company has following Statutory Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder Relationship Committee

The Board decides the terms of reference for these committees. Minutes of meetings of the Committees are placed before the Board for information.

Audit Committee

Pursuant to the provisions of section 177 of the Companies Act, 2013 an Audit Committee comprises of 3 Directors as members and two-third of whom being Independent Directors. Mr. Manish Sheth was appointed as Chairman of Audit Committee. During the year, there were in total Four (04)Audit Committee Meetings were held on 24^th May, 2023, 27^th July, 2023, 06^th November, 2023 and 25^th January, 2024.

The Audit Committee comprises of the following Directors:

Names of the Member	Category	Meetings attended
Mr. Manish Sheth	Chairman	4
Mrs. Rita Singh	Member	4
Mr. Mukesh Purohit	Member	4

Nomination and Remuneration Committee:

Nomination and Remuneration Committee comprises of 3 (Three) Members all of whom shall be Non-Executive Director and fifty percent of directors shall be Independent Directors, the Composition as on 31^st March, 2024 is as under:

Names of the Member	Category	Meetings attended
Mr. Manish Sheth	Chairman	1
Mr. Mukesh Purohit	Member	1
Mr. Jasmin Parekh	Member	1

During the year One (01) meeting was held on 24^th May, 2023.

CRITERIA FOR EVALUATION OF PERFORMANCE:

The Nomination and Remuneration Committee has laid down the criteria for evaluation of performance of Independent Directors and the Board.

1. Attendance and contribution at Board and Committee meetings

2. His/her stature, appropriate mix of expertise, skills, behaviour, experience, leadership qualities, sense of sobriety and understanding of business, strategic direction to align company''s value and standards.

3. His/her knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk management, assessment and mitigation, business operations, processes and Corporate Governance.

4. His/her ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions.

5. Effective decisions making ability to respond positively and constructively to implement the same to encourage more transparency.

6. Open channels of communication with executive management and other colleague on Board to maintain high standards of integrity and probity.

7. Recognize the role which he/she is expected to play, internal Board Relationships to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board.

8. Quality of decision making on source of raw material/procurement of roughs, export marketing, understanding financial statements and business performance, raising of finance, best source of finance, working capital requirement, Forex dealings, geopolitics, human resources etc.

9. His/her contribution to enhance overall brand image of the Company. PERFORMANCE EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board of Directors. The criteria for performance evaluation encompass the following areas relevant to their functioning as independent directors, member of Board or Committees of the Board.

• Attendance to the Board and Committee meetings, and active participation thereof.

• Flow of information to the Board.

• Experience and competencies, performance of specific duties and obligations.

• How their performance is reflected in the overall engagement of the Board and its Committees with the Company

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of 3 (Three) Members, at least one of whom shall be Independent Director.

During the year, one Shareholders/Investors Grievance Committee meeting was held on 24^th May, 2023. The composition of the Shareholders/Investors Grievance Committee as on 31^st March, 2024 is as under:

Names of the Member	Category	Meetings attended
Mr. Manish Sheth	Chairman	1
Mrs. Rita Singh	Member	1
Mr. Mukesh Purohit	Member	1

14. MEETINGS OF BOARD:

During the year under review, Four (4) meetings of the Board were held. The said meetings were held on 24^th May, 2023, 27^th July, 2023, 06^th November, 2023 and 25^th January, 2024 and the maximum time gap between two Board Meetings did not exceed 120 days.

In addition to the above during the year under review the Non-Executive Independent Directors of the Company met on 24^th May, 2023, without the attendance of Executive and Non- Independent Directors and the members of the Management. During the said meeting, the following points were discussed:

• Performance of Non-Independent Directors and the Board as a whole

•Performance of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors

• Assessment of 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

15. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 16(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholders Relationship Committees.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

A Management Discussion and Analysis on the business and operations of the company forming part of this report is given as a separate section of the Annual Report.

17. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

(i) in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had 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 the company at the end of the financial year and of the Profit/Loss of the company for that period.

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The directors had prepared the annual accounts on a going concern basis.

(v) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

18. COST AUDITOR:

The provisions of Cost Audit as prescribed under section 148 of the Act, are not applicable to the Company.

19. AUDITORS:Statutory Auditor:

Based on the recommendation of the Audit Committee and the Board of Directors the members in the adjourned Annual General Meeting held on 29^th September, 2023, appointed M/s Laxmi Tripti & Associates, Chartered Accountants as the Statutory Auditors of the Company under section 139 of the Companies Act, 2013 for a period of 5 years from the conclusion of the ensuing 36th AGM till the conclusion of 41st AGM to be held in the year 2028 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Auditors'' Report do not contain any qualifications, reservations, adverse remarks or disclaimer.

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 Company had appointed Mr. Harshvardhan Tarkas, (ACS No. 30701, COP NO. 24169) Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report (MR-3) is annexed herewith as Annexure-A.

The Auditors'' Report do not contain any qualifications, reservations, adverse remarks or disclaimer.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of Loans, Guarantees and Investments covered under provisions of section 186 of the Act, if any, are given in the notes to the Financial Statements.

21. PARTICULARS OF EMPLOYEES:

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, there were no employees to whom the gratuity or any other retirement benefits were payable by the Company.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year, all contracts / arrangements / transactions entered by the Company with Related parties were in Ordinary Course of the Business and on Arm''s Length basis.

The members may also refer Note. 22 to the Financial Statements which sets out Related Party disclosures pursuant to Ind AS. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of section 134(3)(q) of the Companies Act, 2013 are not applicable.

23. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

24. CORPORATE GOVERNANCE:

In terms of Clause 15(2)(a) of SEBI(LODR) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and para-C, D and E of schedule V are not applicable to the Company. However, the Company has been observing best corporate governance practices and is committed to adhere to the Corporate Governance requirements on on-going basis.

25. ANNUAL RETURN:

The Annual Return for the year ended 31^stMarch, 2024 in form MGT-7 is available on the company''s website http://www.ibinfotech.net.in/

26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of section 134 (3)(o) and 135(1) of the Companies Act, 2013 read with Rule 8 of Companies (CSR) Rules is not applicable to the Company as it is not falling under the criteria mentioned in the Act.

27. RISK MANAGEMENT POLICY

The Company follows a proactive risk management policy, aimed at protecting its assets and employees which at the same time ensuring growth and continuity of its business. Further, regular updates are made available to the Board at the Board meeting and in special cases on ad-hoc basis.

28. ISSUE OF SHARES:

The Company during the year under review has not issued any Equity Shares nor did it buyback any of its shares.

29. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:

Since the Company does not have a manufacturing unit, provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(A) & (B) of the Companies (Accounts) Rules, 2014, as amended from time to time, regarding conservation of energy and technology absorption is not applicable.

30. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review there were no Foreign Exchange transactions.

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil mechanism and Whistle blower policy (WBP) to deal with the instance of fraud and mismanagement, if any.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:

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

34. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:

During the year under review, there were no other material events and commitments affecting financial position of the Company occurring after Balance sheet date.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 (''Act'') and Rules made thereunder, no complaints have been received on Sexual harassment for the financial year ending 31^stMarch 2024. The Company is committed to providing a safe and conducive work environment.

36. SECRETARIAL STANDARDS ISSUED BY ICSI:

The Company is in compliance with all the applicable Secretarial Standards as specified by the Institute of Company Secretaries of India (ICSI).

37. RISKS AND CONCERNS:

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the company are imperative. The main risks inter alia include strategic risk, operational risk, financial risk and compliances & legal risk.

38. INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the Financial Year under review, there has been no incident of one time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

40. DISCLAIMER:

Certain statement in the management discussion and analysis may be forward looking within the meaning of applicable securities laws and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Company''s operations include competition, price realization, changes in government policies and regulations, tax regimes, economic development and other incidental factors.

41. ACKNOWLDEGEMENTS:

Your directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and cooperation extended by them.

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2014.

1. FINANCIAL RESULTS:

(Amount in Rs)

Particulars 31-03-2013 31-3-2013

Total Income 0 0

Depreciation 0 0

Profit(Loss) before Tax (2,43,388) (1,52,000)

Provision for Tax-FBT Nil Nil

Profit (loss) after Tax (2,43,388) (1,52,000)

Prior Period Adjustments 0 0 Balance brought forward (65,28,778) (6,13,38,868)

Less utilized for reduction of (2,43,388) 5,49,62,090 capital

Balance carried to Balance Sheet (67,72,166) (65,28,778)

2. PERFORMANCE & RESULTS:

The Company has incurred a loss of Rs. 2,43,388/- during the year as compared to the loss of previous year of Rs. 1,52,000/- .

3. DIVIDEND:

In view of the Accumulated Loss as stated above, the Board of Directors regrets their inability to recommended payment of any dividend for the year under review.

4. OPERATIONS AND FUTURE PLANS:

The company during the year under review could not conduct any business activity due to un-favourable market conditions.

Further during the year under review, there was a change in control of the Company. Ms. Rita Singh had made open offer to the public shareholders of the company for acquiring 26% of the total paid up share capital of the Company pursuant to the Regulation 3 & 4 of the SEBI (SAST) Regulations, 2011 on entering in to share purchase agreement with the erstwhile promoter of the company for acquiring the share held by them and control in the company. The open offer made by the present promoter of the Company started on July 12, 2013 and ended on July 25, 2013.

Your Directors are also in the process of locating viable project for the company where some value and synergies can be perceived.

5. DEPOSITS

The company has not accepted any deposits from the Public and such, no amount of principal or interest on fixed deposit was outstanding as on the Balance sheet date.

6. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

7. DIRECTORS

i. Ms. Rita Singh retiring by rotation in terms of provisions of the Companies Act, 2013 and is eligible for re-appointment. The resolutions for their appointment as Director(s) are placed before you in the Annual General Meeting.

ii. Mr. Ajay Kumaran, Mr. Amrit Kumran, Mr. Santosh Kamankar, Mr. Vilas Malekar and Mr. Vaibhav Malsanehave resigned as directors of the from 26th August, 2013 due to change in control of the Company, the management places on record its appreciation for the valuable services rendered by them.

iii. Mrs. Rita Singh (Promoter Director), Mr. Jasmin Parekh (Non Executive Director), Mrs. Diptika Mehta (Non-Executive, Independent Director), and Mr. Bahubali Mehta (Non- Executive, Independent Director) were appointed as the additional Directors of the Company on 26th August, 2014.

iv. Mr. Bahubali Mehta (Non-Executive, Independent Director) and Mrs. Diptika Mehta (Non- Executive, Independent Director) resigned on 14th February, 2014, the management places on record its appreciation for the valuable services rendered by them.

v. Mr. Manish Sheth and Mrs. Preeti Sheth were appointed as the Additional Director, designated as Independent Director of the Company on 14th February, 2014 and are now appointed as the independent director as per section 149, 152 and other applicable section, if any, of the Company Act, 2013 in this Annual General Meeting.

8. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

That 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 the company at the end of the financial year and of the Profit or Loss of the Company for that period.

That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the Annual accounts on a going concern basis.

10. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Since the Company does not have a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption is not applicable.

11. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

12. AUDITORS

The Board recommends re-appointment of M/s MVK Associates, Chartered Accountants as Statutory Auditors of the Company for the financial year 2013-14, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint M/S MVK Associates, Chartered Accountants as statutory auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the AGM to be held in the year 2017, subject to annual ratification by members at Annual General Meeting.

13. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

14. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investor''s complaint, if any and Nomination Committee for appointment of Managerial Personnel''s.

15. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Report from Mr. Sanjay Shringarpure, Partner PRS Associates, Practising Company Secretaries and is annexed hereto.

A separate Report on Corporate Governance is also annexed hereto and marked as Annexure A to this Report.

16. ACKNOWLDEGEMENTS

Your Company and its Directors wish to sincerely thanks all the customers, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

For and on behalf of the Board of Director For IB Infotech Enterprises Limited

Sd/- Sd/- Place: Mumbai Rita Singh Jasmin Parekh Date: 01/09/2014 DIN: 01988709 DIN: 06507112 Director Director

---

Mar 31, 2011

DIRECTOR'S REPORT

Your Directors have Pleasure in Presenting the Annual Report together with audited statement of accounts for the year ended 31st March, 2011 :

WORKIING RESULTS :

(Amount in Rs)

Particulars 31-03-2010 31-3-2010

Total Income (7,544,743) (9)660,565)

Depreciation 0 0

Profit(Loss) before Tax 7,544,743 9,660,565

Provision for Tax-FBT Nil 0

Profit (loss) after Tax (7,544,743) (9,660,565)

Prior Period Adjustments 0 0

Balance brouglit forward 53,747,965 (44,087,400)

Balance carried to Balance (61)292,708) (53,747,965)

OPERATIONS AND FUTURE PLANS :

The operations tor the year under review incurred a loss of Rs.(7,544,743)/-.

The company during the year under review was able to perform better as compared to previous years. The company has generated trading business revenue by trading in agricultural produce. For the past two years the Company was in the process of gradually paying off all its liabilities including tax liabilities. The company since last year is a debt free company. The Directors feel that being a debt free company will boost the morale of the management which is motivated to focus itself on business development and procuring viable projects for the company in future which ultimately will bring value to the Shareholders. Further with the India's growth slowed down by political crisis, and overall global recovery at slow pace your directors' are choosing future path with care and caution.

Your Directors are also looking and examining other business options including acquisition of running businesses as well as other good viable opportunities where some value and synergies can be perceived. We would like to see that Company is en route to generating a healthy top line and bottom line two years down the line.

DIVIDEND :

Since the Company could not generate any profits, management does not propose any dividend for the year 2011.

DIRECTORS :

Vaibhav Malsane, Ajay Kumaran, the Directors of the company retires by rotation and being eligible offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors State:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure'

n) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that ate reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the annual accounts o a going concern basis.

FIXED DEPOSITS :

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE ABD COMPLIANCE CERTIFICATE :

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS .

The securities of your company are listed at Bombay Stock Exchange. Trading in company's securities remain suspended at Stock Exchange for various reasons including non-submission of documents and all possible steps are being taken by the management to get shares traded at the floor of the Exchange.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES :

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS :

M/s CD JHAMB & CO., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not j applicable to the company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

There has been no inflow or outflow of foreign exchange during the year under review.

ACKNOWLDGEMENTS :

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the company's business.

Your directors sincerely thank all members for supporting us during the difficult days We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

For the Board of Directors,

Director. Place: Mumbai

Date : 9th May, 2011.