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Company Information

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INDIANIVESH LTD.

17 April 2026 | 12:00

Industry >> Non-Banking Financial Company (NBFC)

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ISIN No INE131H01028 BSE Code / NSE Code 501700 / INDIANVSH Book Value (Rs.) -10.23 Face Value 1.00
Bookclosure 30/09/2024 52Week High 13 EPS 0.00 P/E 0.00
Market Cap. 27.82 Cr. 52Week Low 6 P/BV / Div Yield (%) -0.72 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Directors takes immense pleasure in presenting the 94th Annual Report of IndiaNivesh Limited
together with the audited financial statements for the financial year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS:

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

Amount (in hundred.)

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Income from Operations & other income

3,74,795.75

1,86,963.69

6,53,395.81

8,30,965.93

Total Expense

9,97,796.00

3,63,862.08

12,25,097.30

5,90,927.59

Profit/(Loss) before Tax

(6,23,000.25)

(1,76,898.39)

(5,71,701.49)

2,40,038.34

Less:-

Current Tax

-

-

-

33.98

Deferred Tax

31,277.81

26,458.19

60,819.04

(13,099.02)

Taxation of earlier years

-

-

6,197.24

41.65

Reversal or Short Provision of earlier years tax

6,197.24

41.62

-

-

Profit/(Loss) for the year

(6,60,475.30)

(2,03,398.19)

(6,38, 717.77)

2,53,061.73

Share of Profit/ (Loss) in Associate

-

-

-

-

Other comprehensive income

-

-

2,926.05

5,988.95

Total Comprehensive Income for the year

(6,60,475.30)

(2,03,398.19)

(6,35,791.72)

2,59,050.68

2. STATE OF COMPANY'S AFFAIRS:

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

There has been no change in the business of the Company during the financial year ended 31st
March, 2025.

i. Standalone Performance

1. Revenue from operations in the current year is Rs. (in hundred) 3,67,987.10 /- in the
current year as compared to Rs. (in hundred) 1,83,583.13/- in the previous year.

2. Net loss of the company in the current year is Rs. (in hundred) (6,60,475.30) /- as
compared to the Net loss of Rs. (in hundred) (2,03,398.19) /- in the previous year.

3. Earnings per share are Rs. (1.75)/- as compared to Rs. (0.54) /- in the previous financial
year.

ii. Consolidated Performance

1. Revenue from operations in the current year is Rs. (in hundred)3,99,075.63/- in the current
year as compared to Rs. (in hundred) 5,86,858.57/- in the previous year.

2. Net Profit / (loss) of the company in the current year is Rs. (in hundred) (6,38,717.77) /- as
compared to the Net Profit / (loss) of Rs. (in hundred) 2,53,061.73/- in the previous year.

3. Earnings per share are Rs. (1.69)/- as compared to Rs. 0.67/- in the previous financial
year.

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

There were no material changes and commitments occurred after the close of the period ended
March 31,2025 till date of this report which affects the financial position of the Company.

4. EXTRACT OF ANNUAL RETURN:

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

5. DIVIDEND:

In view to strengthen the financial position of the Company the Board of Directors of your
Company does not recommend any Dividend for the FY 2024-25.

6. AMOUNT TRANSFERED TO RESERVES:

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

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

In terms of Section the Companies Act, 2013, a sum of Rs. 4,380.54 lying with the Company as
unclaimed dividend for the financial year 2016-17 (Final Dividend) i.e. for a period of seven
years from the date they become due for payment transferred to the Investor Education and
Protection Fund post completion of 7 years. Further, a sum of Rs. 22,471.3 lying with the Company
as unclaimed dividend for the financial year 2017-18 (Final Dividend) a period of seven years from
the date they become due for payment, the amount will be transferred to the Investor Education
and Protection Fund.

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, the Company has filed the necessary form and uploaded
the details of unpaid and unclaimed amounts lying with the Company with the Ministry of
Corporate Affairs.

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

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

9. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

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

Sr.

Particulars

Subsidiary/ Joint Venture /

no.

Associate Companies

1

IndiaNivesh Securities Limited (INSL)

Subsidiary

2

IndiaNivesh Commodities Private Limited (INCPL)

Subsidiary

3

IndiaNivesh Shares and Securities Private Limited (INSSPL)

Subsidiary

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

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

10. MATERIAL CHANGES AND COMMITMENTS:

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

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

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

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

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

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

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

All Related Party Transactions are placed before the Audit Committee as also the Board for
approval. The Audit Committee granted omnibus approval for the transactions (which are
repetitive in nature) and the same was reviewed by the audit committee and the Board of
Directors. A statement of all Related Party Transactions is placed before the Audit Committee
for its review on a quarterly basis, specifying the nature, value and terms and conditions of the
transactions. Details of the transactions with Related Parties are provided in the accompanying
financial statements of the Company. Form AOC-2 pursuant to Section 134(3)(h) of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as
Annexure II to
this Report.

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to Company Policies, safeguarding of assets, prevention and
detection of frauds and errors, the accuracy and completeness of the accosting records.

The Company maintains appropriate systems of internal control, including monitoring procedures,
to ensure that all assets are safeguarded against loss from unauthorized use or disposition.

The Company follows all the applicable Accounting Standards for properly maintaining the books
of accounts and reporting financial statements.

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

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

1. The Chairman of the Company was changed from Mr. Rajesh Nuwal Managing Director to
Mr. Dinesh Nuwal - Non-Executive Director with effect from 10th April, 2024.

2. Mrs. Rekha Suthar, tendered her resignation as Company Secretary & Compliance Officer of
the Company w.e.f. from 5th August 2024.

3. Mrs. Charu Golash was appointed as Company Secretary & Compliance officer of the
Company w.e.f. from 4th September 2024.

4. Mr. Kaushik Shah was appointed as Director of the Company, w.e.f. from 30th September
2024.

5. M/s. C A S & Co. was appointed as Statutory Auditor of the Company w.e.f. from 30th
September 2024, for the term of five consecutive years [i.e., till the conclusion of AGM to be
held in F.Y. 2029-2030] on such terms and remuneration as agreed upon between the Board
of Directors and the Auditor.

6. In accordance with the provisions of Section 152 of the Companies Act 2013, and that of
Articles of Association of the Company, Mr. Dinesh Nuwal Director of the Company retires by
rotation at ensuing Annual General Meeting of the Company and being eligible, has offered
himself for re-appointment.

7. The Board of Directors of the Company had appointed Ms. Jeny Gowadia as additional
independent director of the company w.e.f. from 27th May 2025. Based on recommendations
Nomination and Remuneration committee, the Board of Directors have recommended the
regularisation of Ms. Jeny Vinod Kumar Gowadia, as Independent Director of the Company.

15. SHARE CAPITAL:

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

Particulars

As on 31st March, 2025

As on 31st March, 2024

Number
of Shares

Amount
(In Hundred)

Number of
Shares

Amount
(In Hundred)

Authorized capital:

Equity Shares of Rs. 1/- each

5,06,00,000

5,60,000.00

5,06,00,000

5,06,000.00

Issued & Subscribed Paid-up Capital:

Equity Shares of Rs.1/- each fully paid up

3,77,50,000

3,77,500.00

3,77,50,000

3,77,500.00

During the financial year under review, the issued, subscribed and paid-up share capital of the
Company as on March 31,2025, stood at Rs. 3,77,50,000/- (Rupees Three Crores Seventy-Seven
Lakh Fifty Thousand) divided into 3,77,50,000 equity shares of the face value of Rs. 1/- (Rupees
One) each.

16. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

I. BOARD OF DIRECTORS:

The composition of the Board as on 31st March, 2025 is in conformity with the provisions of the
Companies Act, 2013.

During the financial year 2024-25 there were 08 (Eight) Board Meetings held by the Company
on 10th April 2024, 22nd April 2024, 29th May 2024, 13th August 2024, 04th September 2024,
13th November 2024, 12th February 2025, and 27th March 2025. The intervening gap between
the meetings was as prescribed under the Companies Act, 2013.

Attendance of Directors at Board Meetings held during FY 2024-2025:

Sr.

No.

Name of the Directors

Attendance at Board Meetings held
during FY 2024-2025

1.

Mr. Dinesh Nuwal

8

2.

Mr. Rajesh Nuwal

8

3.

Mr. Duwarka Pareek

8

4.

Mr. Jagdish Pareek

8

5.

Kaushik Shah

7

5.

Mrs. Sona Hadkar*

8

6.

Ms. Jeny Gowadia*

-

* Mr. Kausik Jashwantlal Shah has been appointed as Additional Director, w.e.f. 22nd April,
2024 and then he was regularize as Director of the Company w.e.f. from 30th September,
2024.

* Ms. Sona Hadkar* resigned from the Company w.e.f. 27th March 2025.

* Ms. Jeny Gowadia was appointed as Additional Independent Director of the Company
w.e.f. 27th May 2025.

II. COMMITTEES OF THE BOARD

The Committees of the Board play a vital role in the governance structure of the Company
and help the Board of Directors in discharging their duties and responsibilities. The Committees
have been constituted to deal with specific areas/activities, which concern the Company.

The Committees are set with clearly defined roles and goals, which are crucial for the smooth
functioning of the Company. The Board is responsible for the action of the Committees.

The Chairman of the respective Committees inform the Board about the summary of the
discussions held in the Committee Meetings. The minutes of the meetings of all the Committees
are placed before the Board for review.

There are currently three Committees of the Board, as follows:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

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

A. AUDIT COMMITTEE

Pursuant to provisions of Section 177 of the Companies Act, 2013, during the financial year under
review the Audit Committee met Five times on 29th May 2024, 13th August 2024, 4th September
2024, 13th November, 2024 and 12th February, 2025.

I. Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit
Committee reviews reports of the internal auditor, financial performance and meets statutory
auditors as and when required and discusses their findings, suggestions, observations and
other related matters. It also reviews major accounting policies followed by the Company.

II. Composition of the Audit Committee:

Sr. No

Name of the Director

Category

Nature of Directorship

1.

Mr. Jagdish Prasad Pareek

Chairman

Independent Director

2.

Mr. Rajesh Nuwal

Member

Managing Director

3.

Mrs. Sona Parag Hadkar*

Member

Independent Director

4.

Ms. Jeny Gowadia*

Member

Additional Independent Director

* Ms. Sona Hadkar resigned from the Company w.e.f. 27th March 2025.

* Ms. Jeny Gowadia was appointed as Additional Independent Director of the Company
w.e.f. 27th May 2025.

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

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under
review, the Nomination and Remuneration Committee met three times on 22nd April 2024, 13th August
2024, and 4th September 2024.

I. Terms of Reference/Policy:

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

II. Composition of the Nomination and Remuneration Committee:

Composition of Nomination and Remuneration Committee is as follows:

Sr. No

Name of the Director

Designation

Nature of Directorship

1.

Mr. Dinesh Nuwal

Chairman

Director

2.

Mr. Rajesh Nuwal

Member

Managing Director

3.

Mr. Jagdish Prasad Pareek

Member

Independent Director

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

B. STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to provisions of section 178 of the Companies Act, 2013 during the financial year under
review, the Stakeholders Relationship Committee met four times on 29th May, 2024, 13th August
2024, 13th November 2024 and 12th February 2025.

I. Terms of Reference/Policy:

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

II. Composition of the Stakeholders Relationship Committee:

Sr. No

Name of the Director

Designation

Nature of Directorship

1.

Mr. Dinesh Nuwal

Chairman

Director

2.

Mr. Rajesh Nuwal

Member

Managing Director

3.

Mr. Jagdish Prasad Pareek

Member

Independent Director

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

17. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation
obtained by them, your Directors make the following statements in terms of Section 134(5) of the
Companies Act, 2013:

i) That in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;

ii) That such accounting policies selected and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit of the Company
for that period;

iii) That proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

iv) That they have prepared the annual accounts on a going concern basis;

v) Proper internal financial controls were in place and that such internal financial controls are
adequate and were operating effectively;

vi) That proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director of the
Company stating that:

(i) They meet the criteria of independence as provided in Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations; and

(ii) As required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of
Directors) Rules, 2014 they have registered their names in the Independent Directors'
Databank maintained by the Indian Institute of Corporate Affairs.

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

Statement regarding opinion of the Board with regard to integrity, expertise and experience
(including the proficiency) of the Independent Directors appointed during the year:

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

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

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

20. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

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

The Non-Executive Independent Directors of the Company met on 25th March 2025. During the
said meeting, the following points were discussed:

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

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

• The quality, quantity and timeliness of flow of information between the Company
management and the Board, that is necessary for the Board to effectively and reasonably
perform its duties.

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

21. PERFORMANCE EVALUATION:

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

22. VIGIL MECHANISM:

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

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

23. RISK MANAGEMENT POLICY:

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

24. REMUNERATION OF DIRECTORS AND EMPLOYEES:

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

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

25. AUDITORS & AUDITORS REPORT:

The matters related to Auditors and their Reports are as under:

i. STATUTORY AUDITORS

M/s. C A S & Co. Chartered Accountants (Firm Reg. No. 111075W) were appointed as statutory
auditors of the Company for 5 years [i.e., from the conclusion of this Annual General Meeting
‘AGM' till the conclusion of the Annual General Meeting to be held in the FY 2029-30.

The observation of the Statutory Auditors, when read together with the relevant notes to the
accounts and the accounting policies are self-explanatory and does not call for any further
comment.

The Members are hereby informed that at the 93rd Annual General Meeting of the Company
held on Monday, 30th September 2024, M/s. C A S & Co., Chartered Accountants (Firm Reg.
No. 111075W), were re-appointed as Statutory Auditors of the Company for a term of five (5)
years.

Subsequently, during the financial year 2025-26, the said firm tendered their resignation as
Statutory Auditors of the Company vide resignation letter dated 5th September 2025, citing
low audit fees as the reason for their resignation.

Based on the recommendation of the Audit Committee and approval of the Board of
Directors, it is proposed to appoint M/s. Ajay Sobha & Co., Chartered Accountants (Firm
Reg. No. 317031E), as the Statutory Auditors of the Company from the conclusion of this
Annual General Meeting up to the conclusion of the Annual General Meeting to be held
in the FY 2030- 31. The proposed Auditors have furnished a declaration confirming their
independence. The Audit Committee has also reviewed and satisfied itself regarding the
independence of the proposed Auditors and the effectiveness of the audit process.

ii. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH
2025:

The auditor's report for the financial year ended 31st March, 2025 contains qualification,
reservation or adverse remark and therefore and explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013 as mentioned below:

Sr. No.

Details of Audit Qualification

Management's Reply

1.

As required by section 138 of the Companies

For the upcoming Financial Year i.e.

Act, 2013 internal audit was not done during

2025-26, we will conduct Internal

the year.

Audit.

iii. FRAUD REPORTING

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

26. SECRETARIAL AUDITOR:

The Secretarial Auditor, M/s. Jajodia & Associates, Practicing Company Secretary in practice,
(COP No. 19900), has issued Secretarial Audit Report for the Financial Year 2024-25 pursuant to
provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, which is annexed as “
Annexure IV” and
forms part of this Report.

The auditor's report for the financial year ended 31st March, 2025 contains qualification, reservation
or adverse remark and therefore and explanation or comments from the Board under Section
134(3) of the Companies Act, 2013 as mentioned below:

Sr No.

Auditor's Comment

Management Reply

1

The Company has not appointed Internal
Auditor and has not obtained Internal Audit
Report pursuant to provision of Section 138
of the Companies Act, 2013.

The Company shall be appointing the
Internal Auditor for the F.Y. 2025-2026.

2.

BSE has levied the penalty of Rs. 1,29,800/-
for the non-compliance of Regulation 33 of
the SEBI (LODR) Regulation 2015.

The Company has paid the penalty
amount to BSE Limited.

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

Based upon the latest amendments notified on 12th December 2024 and 31st December 2024
under SEBI (LODR) Regulations 2015, and As per the provisions of the Companies Act 2013, and
on recommendation of Audit committees of the Company, the Board be and hereby further
recommend to the shareholders of the Company to appoint M/s. Jajodia & Associates, Practicing
Company Secretary holding membership No. 36944 and Certificate of Practice No. 19900 as the
Secretarial Auditor of the Company for 5 (five) consecutive years from financial years from 2025¬
26 to 2029-30 on such remuneration and reimbursement of out of pocket expenses for the purpose
of audit as may be approved by the Audit Committee/Board of Directors of the Company.

27. INTERNAL AUDITORS:

The Company has not obtained the Internal Audit Report for the financial year ended March 31,
2025.

28. MAINTENANCE OF COST RECORDS:

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

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

30. CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good Corporate Governance over the
years and it is a continuous and ongoing process. A detailed Report on Corporate Governance
practices followed by your Company as prescribed by SEBI in Chapter IV read with Schedule V

of Listing Regulations together with a Certificate from Jajodia & Associates, Practicing Company
Secretaries confirming compliance with the conditions of Corporate Governance are provided
separately in this Annual Report.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT:

M/s. Jajodia & Associates Practicing Company Secretaries have submitted Annual Secretarial
Compliance Report for the financial year 2024-25 for all applicable compliances as per Securities
and Exchange Board of India Regulations and Circulars / Guidelines issued thereunder and the
same was submitted to stock exchange.

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

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

a) Conservation of Energy:

Steps taken or impact on conservation
of energy

The Company lays great emphasis on saving
consumption of energy. Achieving reductions
in energy consumption is an ongoing exercise
in the Company. Effective measures have been
taken to minimize the loss of energy, wherever
possible.

Steps taken by the company for utilizing
alternate sources of energy

Capital investment on energy
conservation equipments

b) Technology Absorption:

Efforts made towards technology absorption

Nil

Benefits derived like product improvement, cost reduction, product
development or import substitution

In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year):

Details of technology imported

Nil

Year of import

Not Applicable

Whether the technology has been fully absorbed

Not Applicable

If not fully absorbed, areas where absorption has not taken place, and
the reasons thereof

Not Applicable

Expenditure incurred on Research and Development

Nil

c) Foreign Exchange Earnings and Outgo:

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

33. DEPOSITS:

The following details of deposits, covered under Chapter V of the act:

(a) Deposits accepted during the year; - Nil

(b) Remained unpaid or unclaimed as at the end of the year; - Nil

(c) Whether there has been any default in repayment of deposits or payment of interest thereon
during the year and if so, number of such cases and the amount involved-

i. At the beginning of the year; - Nil

ii. Maximum during the year; - Nil

iii. At the end of the year; - Nil

(d) The details of deposits which are not in compliance with the requirements of Chapter. - Nil

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

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

35. PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for prevention of insider trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or
sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible for implementation of the Code.

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

36. CORPORATE SOCIAL RESPONSIBILITY:

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

37. EMPLOYEE REMUNERATION:

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

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

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

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

39. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the year under review:

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

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

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

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

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

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

40. GREEN INITIATIVE:

Electronic copies of the Annual Report 2024-25 and the Notice of the AGM are sent to all members
whose email addresses are registered with the Company / Depositary Participant(s).

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

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

42. ACKNOWLEDGEMENT:

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

For Indianivesh Limited

Sd/- Sd/-

Rajesh Nuwal Dinesh Nuwal

Managing Director Chairperson & Director
DIN: 00009660 DIN:00500191

Date: 04th September, 2025
Place: Mumbai