Equity Analysis

<dhhead>DIRECTORS'REPORT</dhhead>

To,

The Members,

INTERIORS & MORE LIMITED,

Mumbai,

Your Directors have pleasure in presenting their Annual Report of the Company together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2024.

1. FINANCIAL STATEMENT

Your Director's delightfully presents the 12thAnnual Report on the business and operation of the Company together with the Audited Financial Accounts for the year ended 31st March, 2024

(Amount in ?)

2. RESULT HIGHLIGHTS

During the year the Company has generated revenue from operations of Rs.32,36,63,283.83/- (including other income) and earned net profit after tax Rs. 8,01,40,780.98/- as compared with the corresponding figures in the previous year of Rs. 25,27,17,439.16/- and Rs. 6,04,40,532.33/- respectively. The total revenue is increased by Rs. 7,09,45,844.67/- as compared with last year as well as net profit after tax also increased by Rs. 1,97,00,248.65/- as compared with last year.

3. DIVIDEND

Our Director's are constrained not to recommend any dividend for the year under report.

4. TRANSFER TO RESERVE

Our Director's find it prudent to transfer the amount to general reserve.

5. CHANGE IN SHARE CAPITAL

After the completion of financial year and before adoption of Board Report, the company has issued and allotted 18,50,400 Equity Shares of Rs. 10 each fully paid up, were issued pursuant to resolution passed by the Board of Directors on dated 13th June, 2023, generating proceeds through Initial Public Offering (IPO) in NSE SME Platform of NSE Limited. Equity Shares of the Company got listed on 23rd February 2024 on the NSE SME platform of Bombay Stock Exchange.

6. MAJOR EVENTS DURING THE FY 2023-24

There was no major event in the company during the financial year, after closure of financial year and before adoption of board report except Listing of Securities on NSE SME Platform on 23rd February, 2024.

7. NATURE OF BUSINESS

Our Company was originally incorporated on July 30, 2012 as a Private Limited Company as "Interiors & More Private Limited" under the provisions of the Companies Act, 1956 with the Registrar of Companies, Mumbai, Maharashtra. Later in the year 2023, pursuant to a Special Resolution of our Shareholders passed in the Extra-Ordinary General Meeting held on October 31, 2022, our Company was converted from a Private Limited Company to Public Limited Company and consequently, the name of our Company was changed to 'Interiors & More Limited' and a Fresh Certificate of Incorporation consequent to Conversion was issued on January 06, 2023 by the Registrar of Companies, Mumbai. The Corporate Identification Number of our Company is U74120MH2012PLC233915.

8. CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its business. The company has invested in its newly incorporated Wholly owned subsidiary —

Interiors & More LLC S. P - Dubai (UAE)- Wholly owned subsidiary

The company has not made any investment in its newly incorporated subsidiary — in the financial year 2023-24

9. LISTING

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limited w.e.f. 23rd February, 2024. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2023-24.

10. DEMATERIALISATION OF EQUITY SHARES

As the Members are aware, Our Company shares are trade-able compulsorily in electronic form and our Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company shares on NSDL & CDSL.

All the Equity Shares of the Company are in dematerialized form with the depositories as mentioned below: -

1. NSDL - National Securities Depository Limited

2. CDSL - Central Depository Services Ltd

As on 31st March, 2024 Equity shares 69,95,400 of Rs.10/- each were in dematerialized form i.e. 63,24,150 equity shares of Rs. 10/- each were in dematerialized form with NSDL and 6 71 250 equity shares of Rs. 10/- each were in dematerialized form with CDSL constituting 90.40% and 9.60% respectively of the paid-up capital.

The ISIN of INTERIORS & MORE LIMITED on both NSDL and CDSL

The ISIN No. allotted is INE0OPC01015.

Share transfer system

Shares sent for transfer in physical form are registered and returned by Registrar and Share transfer agents within 30 days from the date of receipt of documents, provided the documents are found in order. Share under objection are returned within 21 days.

11. DETAILS OF COMPLIANCE WITH SEBI LISTING REGULATIONS 2015

The Company has complied with the provisions of SEBI Listing Regulations 2015

No penalties were imposed on the Company by the National Stock Exchange Limited or SEBI or any other statutory authority on any matter related to capital market during the last three years.

The details of compliance with mandatory requirements of SEBI Listing Regulations 2015 are as contained in this Report.

12. CORPORATE GOVERNANCE

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type (as per the Regulations and rules the Corporate Governance is not applicable on SME Listed Companies).

In addition to the applicable provisions of the Companies Act, 2013 with respect to Corporate Governance, provisions of the SEBI (LODR) Regulation, 2015 will also be complied with the extent applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchange as detailed in ANNEXURE V

Our Company stands committed to good Corporate Governance practices based on the principles such as accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. We have complied with the requirements of the applicable regulations, in respect of corporate governance including constitution of the Board and Committees thereof

The Corporate Governance framework is based on an effective Independent Board, the Board's Supervisory role from the executive management team and constitution of the Board Committees, as required under law.

The Board functions either as a full board or through the various committees constituted to oversee specific operational areas.

The Board of Interior & More consists of Six Directors with a fair representation of Executive, NonExecutive and Independent Directors. The Chairman being Executive, as per SEBI (LODR) Regulations, the Company has two Independent Directors. There is no institutional nominee on the Board. Details of Directors retiring by rotation and their brief are provided in the notice to Annual General Meeting.

Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013.

Company's philosophy on the Code of Governance

Corporate Governance is a set of systems and practices to ensure that the affairs of the Company is being managed in a way which ensures accountability, transparency and fairness in all its transactions in widest sense and meet up its stakeholders aspirations and societal expectations.

The Company has always endeavored to implement the Corporate Governance process in the most democratic form as maximization of shareholders wealth is cornerstone of our Company. For the Company the advent of the SEBI (LODR) Regulations 2015 has paved way for sharing with the stakeholders, the corporate governance practices, which are deeply rooted in the corporate culture of the Company. Our Company has been committed in adopting and adhering to global recognized standards of corporate conduct towards its employees, clients and the society at large. The management team of our Company exerts the strict adherence to corporate governance practices in order to cover the entire spectrum of governance activities and benchmark its practices with the prevailing guidelines of Corporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Details regarding our Board of Directors as on the date 31st March, 2024 are set forth in the table hereunder:

## Tasneem Husain Marfatia Company Secretary Appointed as Company Secretary cum Compliance Officer of the Company with effect from 12/07/2024

Pursuant to the provisions of Sections 149 and Section 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 Mr. Gopal Krishna Tharad (DIN: 07361902), Ms. Rupa Lachhiramka (DIN: 08126792), continue as Independent Directors of the Company.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

Retirement by Rotation

In terms of Section 152 of the Companies Act, 2013 Ms. Ekta Tibrewal (DIN: 01289275), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered herself for re-appointment.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.

Appointment and Changes of Key Managerial Personnel during the Year

There is no change in appointment of Key Managerial Personnel during the Financial Year 2023-24.

13. NUMBER OF BOARD MEETINGS

During the year under reference, 18 (Eighteen) Board meetings were dated, 13/06/2023, 17/06/2023, 12/07/2023, 18/07/2023, 02/08/2023, 05/08/2023, 09/08/2023, 19/08/2023, 27/08/2023, 31/08/2023, 08/09/2023, 05/10/2023, 22/11/2023, 11/12/2023, 03/02/2024, 14/02/2024, 21/02/2024 and 26/03/2024 properly convened & held.

14. ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING:

The attendance of the Directors at the Board Meeting and the Annual General Meeting held during the year ended 31st March 2024 was as follows:

15. SECRETARIAL STANDARDS RELATING TO THE MEETINGS

The Institute of Company Secretaries of India (ICSI) has established Secretarial Standards relating to the Meetings of the Board thereof and Annual General Meetings. Approval of the Central Government under sub-section (10) of Section 118 of the Companies Act, 2013 has been accorded to the Secretarial Standards (SS) namely SS-1 on Meetings of the Board and SS-2 on General Meetings.

These Secretarial Standards (SS-1 and SS-2) shall apply to Board Meetings and General Meetings, in respect of which Notices are issued on or after 1st July, 2015. The Company shall follow the same.

16. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board Deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

17. OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

Our Company is managed by our Board of Directors, assisted by qualified and experienced professionals, who are permanent employees of our Company. Given below are the details of the Key Managerial Personnel and Senior Managerial of our Company as prescribed under the Companies Act, 2013:

Mr. Rajat Vijender Singhal- Executive Director & Chief Financial Officer

Mr. Rajat Vijender Singhal aged 31, is the Executive Director & Chief Financial Officer of our Company. He was Appointed as Executive Director of the Company w.e.f. July 04, 2022. He has completed his Degree of Master of Business Administration with O.P. Jindal Global University. He has joined as factory Manager in Interiors & More Limited on 24th June, 2021.Thereafter, He was promoted as Executive Director. He has proven ability to quickly analyse key business drivers and develop strategies to grow the bottom line. He is a high integrity energetic leader known for ability to envision and create successful outcomes in complex situations.

Ms. Tasneem Husain Marfatia- Company Secretary & Compliance Officer

Ms. Tasneem Husain Marfatia, aged 32 years, is the Company Secretary & Compliance Officer of our Company. She was appointed as the Company Secretary & Compliance Officer of our Company at the meeting of the Board of Directors with effect from July 12, 2024. She is a qualified Company secretary from the Institute of Company Secretaries of India.

19. STATUS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

All our Key Managerial Personnel and Senior Management are permanent employees of our Company

20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization Programme for Independent Directors of the Company.

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) A program on how to review, verify and study the financial reports;

(b) A program on Corporate Governance;

(c) Provisions under the Companies Act, 2013; and

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

21. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of our Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act,2013.

22. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure II to this Report.

23. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an Extract of the Annual Return as per Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in the prescribed Format MGT-9 is appended as Annexure - 7 to the Board's Report.

24. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on the basis of information placed before them, the Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

3. Proper and sufficient care has been taken 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;

4. The annual accounts have been prepared on a going concern basis;

5. The internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. INFORMATION PROVIDED TO THE BOARD:

The Board of the Company is presented with all information under the following heads, whenever applicable and materially significant. These are submitted either as part of the agenda in advance of the Board Meetings or are tabled in the course of the Board Meetings. This inter-alia includes:

1. Annual operating plans of businesses, capital budgets, updates.

2. Quarterly results of the Company and its operating divisions or business segments.

3. Minutes of the Audit Committee and other committees.

4. Information on recruitment and remuneration of senior officers just below the Board level.

5. Materially important litigations, show cause, demand, prosecution and penalty notices.

6. Fatal or serious accidents.

7. Any material default in financial obligations to and by the Company or substantial nonpayment for services rendered by the Company.

8. Details of any joint venture or collaboration agreement or new client win.

9. Any issue, which involves possible public liability claims of substantial nature, including any judgment or order, which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.

10. Transactions have involved substantial payments towards good-will, brand equity, or intellectual property.

11. Significant development in the human resources front.

12. Sale of material nature of investments, subsidiaries, assets which is not in the normal course of business.

13. Quarterly details of foreign exchange exposure and the steps taken by management to limit the risks of adverse exchange rate movement.

14. Quarterly update on the return from deployment of surplus funds.

15. Non-compliance of any regulatory or statutory provisions or listing requirements as well as shareholders services as non- payment of dividend and delays in share transfer.

26. COMMITTEES OF OUR BOARD

The following committees have been constituted in terms of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013:

• Audit Committee

• Stakeholders' Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Internal Complaints Committee

Audit Committee

Our Company has constituted an Audit Committee ("Audit Committee"), as per Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulation, 2015; vide resolution passed at the meeting of the Board of Directors held on July 12, 2023.

The terms of reference of Audit Committee adheres to the requirements of Regulation 18 of the SEBI (LODR) Regulation, 2015, proposed to be entered into with the Stock Exchange in due course.

The committee presently comprises the following 3 (Three) directors:

The Company Secretary & Compliance Officer of our Company shall act as the Secretary to the Audit Committee.

Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordance with Section 177 of the Companies Act, 2013 and Regulation 18(3) of the SEBI (LODR) Regulation, 2015.

Meetings of Audit Committee and Quorum

As required under Regulation 18 of the SEBI (LODR) Regulation, 2015, the Audit Committee shall meet at least 4 (four) times in a year, and not more than 120 (one hundred twenty) days shall elapse between two meetings. The quorum shall be two members present, or one-third of the members, whichever is greater, provided that there should be a minimum of two independent members present.

Powers of Audit Committee

The Audit Committee shall have powers, including the following:

• To investigate any activity within its terms of reference;

• To seek information from any employee;

• To obtain outside legal or other professional advice; and

• To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee

The role of the Audit Committee shall include the following:

• Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommending to the Board the appointment, re-appointment and replacement, remuneration and terms of appointment of statutory auditor of the Company;

• Reviewing and monitoring the statutory auditor's independence and performance, and effectiveness of audit process;

• Approving payments to statutory auditors for any other services rendered by the statutory auditors of the Company;

• Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-Section 3 of Section 134 of the Companies Act, 2013, as amended;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by the management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with SEBI Listing Regulations and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications / modified opinion(s) in the draft audit report.

• Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the board for approval;

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• Approval or any subsequent modification of transactions of our Company with related parties and omnibus approval for related party transactions proposed to be entered into by our Company subject to such conditions as may be prescribed;

• Formulating a policy on related party transactions, which shall include materiality of related party transactions;

• Scrutinizing of inter-corporate loans and investments;

• Valuing of undertakings or assets of the Company, wherever it is necessary;

• Evaluating of internal financial controls and risk management systems;

• Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• Discussing with internal auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern;

• Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• Reviewing the functioning of the whistle blower mechanism;

• Approving the appointment of the Chief Financial Officer (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; and

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and / or specified / provided under the Companies Act, 2013 or SEBI Listing Regulations or by any other regulatory authority.

Further, the Audit Committee shall mandatorily review the following information:

(a) Management discussion and analysis of financial condition and results of operations;

(b) Statement of significant related party transactions (as defined by the audit committee), submitted by management;

(c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

(d) Internal audit reports relating to internal control weaknesses; and

(_e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

(f) Statement of deviations: (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice in terms of Regulation 32(7).

Stakeholders' Relationship Committee

Our Company has constituted a shareholder / investors grievance committee "Stakeholders' Relationship Committee" to redress complaints of the shareholders. The Stakeholders' Relationship Committee was constituted vide resolution passed at the meeting of the Board of Directors held on July 12, 2023.

The Stakeholders' Relationship Committee comprises:

The Company Secretary & Compliance Officer of our Company shall act as the Secretary to the Stakeholders' Relationship Committee.

The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our Company. The scope and function of the Stakeholders' Relationship Committee and its terms of reference shall include the following:

Tenure

The Stakeholder's Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholder's Relationship Committee as approved by the Board.

Meetings

The Stakeholder's Relationship Committee shall meet at least 1 (one) time in a year. The Chairperson of the Stakeholders Relationship Committee shall be present at the annual general meetings to answer queries of the security holders.

Role of the Stakeholders' Relationship Committee

The Committee shall consider and resolve grievances of security holders, including but not limited to:

(a) Efficient transfer of shares including review of cases for refusal of transfer / transmission of shares and debentures;

(b) Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate / split / consolidated share certificates;

(c) Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer / transmission of shares and debentures;

(d) Allotment and listing of shares in future;

(e) Review of cases for refusal of transfer / transmission of shares and debentures;

(f) Reference to statutory and regulatory authorities regarding investor grievances;

(g) Ensure proper and timely attendance and redressal of investor queries and grievances; and

(h) To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.

Nomination and Remuneration Committee

Our Company has constituted a "Nomination and Remuneration Committee" in accordance Section 178 of Companies Act, 2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors held on July 12, 2023.

The Nomination and Remuneration Committee comprises the following Directors:

Our Company has constituted a "Nomination and Remuneration Committee" in accordance Section 178 of Companies Act, 2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors held on July 12, 2023.

The Nomination and Remuneration Committee comprises the following Directors:

Tenure

The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.

Meetings

The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for a meeting of the nomination and remuneration committee shall be either two members or one third of the members of the committee, whichever is greater, including atleast one independent director in attendance.

Role of the Nomination and Remuneration Committee not limited to but includes:

The Committee shall consider and resolve grievances of security holders, including but not limited to:

(a) Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

(b) Formulating of criteria for evaluation of performance of independent Directors and the Board;

(c) Devising a policy on Board diversity;

(d) Identifying persons who are qualified to become directors of our Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. Our Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report of our Company;

(e) Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

(f) Analyzing, monitoring and reviewing various human resource and compensation matters;

(g) Determining our Company's policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;

(h) Determining compensation levels payable to the senior management personnel and other staff (as deemed necessary), usually consisting of a fixed and variable component;

(i) Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

(j) Performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits) Regulations, 2014;

(k) Framing suitable policies, procedures and systems to ensure that there is no violation, by and employee id any applicable laws in India or Overseas, including:

(i) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and

(ii) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, our Company and its employees, as applicable.

(l) Performing such other activities as may be delegated by the Board of Directors and / or specified / provided under the Companies Act, 2013 or SEBI Listing Regulations or by any other regulatory authority.

Remuneration and Nomination Policy

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy are given in ANNEXURE II to this Report.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee shall formulate and recommend a CSR policy to the Board, the Company has constituted a Corporate Social Responsibility Committee pursuant to resolution of the Board of Directors dated July 12, 2023. The Corporate Social Responsibility Committee shall recommend the amount of expenditure to be incurred on the CSR activities to be undertaken by the company, monitor the CSR policy of the Company from time to time and establish the transparent controlling mechanism for the implementation of the CSR projects or programs or activities undertaken by the company as per the requirements of the Companies Act, 2013, Listing Agreement and SEBI LODR for Corporate Governance.

The Corporate Social Responsibility Committee comprises the following members:

Role of the Corporate Social Responsibility Committee not limited to but includes:

We further confirm that atleast one Director is an Independent Director.

Company Secretary & Compliance Officer of our Company shall act as the secretary to the Corporate Social Responsibility Committee.

Measures

In the aforesaid backdrop, policy on CSR of Interiors & More Limited is broadly framed taking into account the following measures:

The CSR activities shall be undertaken by Interiors & More Limited, as stated in this Policy, as projects or programs or activities (either new or ongoing), excluding activities undertaken in pursuance of its normal course of business.

The CSR activities which are exclusively for the benefit of Interiors & More Limited employees or their family members shall not be considered as CSR activity.

Interiors & More Limited shall give preference to the local area or areas around it where it operates, for spending the amount earmarked for CSR activities.

The Board of Interiors & More Limited may decide to undertake its CSR activities as recommended by the CSR Committee, through a registered trust or a registered society or a company established by the company or its holding or subsidiary or associate company pursuant to Section 135 of the Companies Act, 2013 and rules made there-under.

The following is the list of CSR projects or programs which Interiors & More Limited plans to undertake pursuant to Schedule VII of the Companies Act, 2013:

(a) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

(b) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

(c) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

(d) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

(e) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts:

(f) Measures for the benefit of armed forces veterans, war widows and their dependents;

(g) Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports;

(h) Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

(i) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.

(j) Rural development projects;

Any other measures with the approval of Board of Directors on the recommendation of CSR Committee subject to the provisions of Section 135 of Companies Act, 2013 and rules made thereunder.

Organizational mechanism and responsibilities

Constitution of Corporate Social Responsibility Committee

The Board of Directors of the Company shall constitute a Corporate Social Responsibility Committee of the Board ("CSR Committee") consisting of three or more directors, out of which at least one director shall be an independent director.

The CSR Committee shall -

(a) Formulate and recommend to the Board, a CSR policy and activities to be undertaken by the company as per Schedule VII;

(b) Recommend the amount of expenditure to be incurred on the activities; and

(c) Monitor the Policy of the company from time to time.

The Board of the company shall after taking into account the recommendations made by the CSR Committee, approve the policy for the company and disclose contents of such Policy in its report and also place it on the company's website and ensure that the activities as are included in the CSR Policy of the company are undertaken by the company.

Interiors & More Limited provide the vision under the leadership of its Managing Director, Mr. Manish Mohan Tibrewal.

At the Company, the Managing Director takes on the role of the mentor, while the onus for the successful and time bound implementation of the CSR activities / projects is on the HR Head and CSR teams.

To measure the impact of the work done, a social satisfaction survey / audit is carried out by an external agency.

Activities, setting measurable targets with timeframes and performance management:

Prior to the commencement of CSR activities / projects, we carry out a baseline study of the nearby area / villages of the Company's Site Locations.

The study encompasses various parameters such as - health indicators, literacy levels, sustainable livelihood processes, and population data - below the poverty line and above the poverty line, state of infrastructure, among others.

From the data generated, a 1-year plan and a 5-year rolling plan are developed for the holistic and integrated development of the affected people.

All activities / projects of CSR are assessed under the agreed strategy, and are monitored every quarter / year, measured against targets and budgets. Wherever necessary, midcourse corrections are made.

Budgets

A specific budget is allocated for CSR activities and spending on CSR activities shall not be less than 2% of the average net profits of the Company made during the three immediately preceding financial years, in pursuance of this policy.

In case Company fails to spend such amount, the Board shall specify the reasons for not spending the amount.

Approving authority for the CSR amount to be spent would be any one Director or the Managing Director / Chief Financial Officer of the Company after due recommendation of CSR Committee and approval of the Board of Directors of the Company.

The CSR Policy mandates that the surplus arising out of the CSR projects or programs or activities shall not form part of the business profit of a company.

The CSR projects or programs or activities undertaken in India only shall amount to CSR expenditure.

CSR expenditure shall include all expenditure including contribution to corpus, for projects or programs relating to CSR activities approved by the Board on the recommendation of the CSR Committee, but does not include any expenditure on any item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Companies Act 2013.

Tax treatment of CSR spent will be in accordance with the Income Tax Act as may be notified by CBDT.

Internal Complaints Committee

An "Internal Complaints Committee" is constituted for our Company by the Board to look into the matters concerning sexual harassment pursuant to resolution of the Board of Directors dated July 12, 2023. The Internal Complaints consists of the following members.

A complainant can approach any member of the committee with her written complaint.

Tenure

The President and other members of the committee shall hold office for such period, not exceeding 3 (three) years, from the date of their nomination as may be specified by the employer.

Scope

This policy is applicable to employees, workers, volunteers, probationer and trainees including those on deputation, part time, contract, working as consultants or otherwise (whether in the office premises or outside while on assignment). This policy shall be considered to be a part of the employment contract or terms of engagement of the persons in the above categories.

Where the alleged incident occurs to our employee by a third party while on a duty outside our premises, the Company shall perform all reasonable and necessary steps to support our employee.

What Constitutes Sexual Harassment?

Sexual Harassment means such unwelcome sexually determined behaviour (directly or through implication), like physical contact and advances by the employee(s) including:

(a) A demand or request for sexual favours, sexually coloured remarks, showing pornography, any other unwelcome physical conduct of sexual nature, lurid stares, physical contact or molestation, stalking, sounds, display of pictures, signs;

(b) Eve teasing, innuendos and taunts, physical confinement against one's will;

(_c) A demand or request for sexual favours, whether verbally or non-verbally, where the submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment or promotion / evaluation of work thereby denying an individual equal opportunity at employment;

(d) An act or conduct by a person in authority which makes the environment at workplace hostile or intimidating to a person or unreasonably interferes with the individual's privacy and productivity at work;

(e) Verbal harassment of a sexual nature, such as lewd comments, sexual jokes or references, and offensive personal references; demeaning, insulting, intimidating, or sexually suggestive comments (oral or written) about an individual's personal appearance or electronically transmitted messages (Jokes, remarks, letters, phone calls);

(f) Any other behaviour which an individual perceives as having sexual overtones.

Redressal Mechanism:

Once the complaint is received by the Committee:

(a) The person who is accused by the complainant will be informed that a complaint has been filed against him (he will be made aware of the details of the allegation and also the name of the complainant as it would be necessary for proper inquiry) and no unfair acts of retaliation or unethical action will be tolerated.

(b) The complainant has the opportunity to ask for conciliation proceedings by having communication with the accused in the presence of the Committee. Please note that in such conciliation the complainant cannot demand monetary compensation.

(c) The Committee shall provide the copies of the settlement as recorded during conciliation to the aggrieved employee and the respondent.

(d) If the matter has been settled by conciliation but the respondent is not complying with the terms and conditions, the aggrieved party can approach the Committee for Redressal.

(e) The Committee will question both the complainant and the alleged accused separately. If required, the person who has been named as a witness will need to provide the necessary information to assist in resolving the matter satisfactorily.

(f) The Committee shall call upon all witnesses mentioned by both the parties.

(g) The Committee can ask for specific documents from a person if it feels that they are important for the purpose of investigation.

(h) The complainant has the option to seek transfer or leave so that the inquiry process can continue smoothly and to prevent recurrence of similar situations or discomfort to the complainant. The leave can extend for a maximum period of 3 months. Leave granted under this provision will be paid leave and will not be counted in the number of leaves that the complainant is statutorily entitled to. The complainant may be required to work from home, if it is practicable, keeping in mind the nature of work of the complainant, health and mental condition. However, the complainant is under a good faith obligation and shall not abuse the process to request unjustifiably long periods of leave, keeping in mind the economic effects of the leave to the organization. The Committee shall have the discretion to grant leave of an appropriate duration, depending on the facts and circumstances of the case, or grant an alternate measure such as transferring the employee or the accused, as it deems fit.

Where leave is granted to the complainant, the Committee shall make best attempts to ensure speedy completion of the inquiry process and to minimize adverse economic consequences to the Company arising out of the absence of the complainant from the workplace.

(i) The complainant and the accused shall be informed of the outcome of the investigation. The investigation shall be completed within 3 months of the receipt of the complaint. If the investigation reveals that the complainant has been sexually harassed as claimed, the accused will be subjected to disciplinary action accordingly.

(a) The report of the investigation shall be supplied to the employer (or the District Officer), the accused and the complainant within 10 days of completion of the investigation.

(b) The employer or the District Officer will act on the recommendations of the Committee within 60 days of the receipt of the report.

(ii) The contents of the complaint made, the identity and addresses of the aggrieved employee, respondent and witnesses, any information relating to conciliation and inquiry proceedings, recommendations of the Internal Committee and the action taken

by the employer shall not be published, communicated or made known to the public, press and media in any manner

Any party aggrieved by the report can prefer an appeal in the appropriate Court or Tribunal in accordance with the service rules within 90 days of the recommendation been given to the employer / District Officer.

Disciplinary Action:

Where any misconduct is found by the Committee, appropriate disciplinary action shall be taken against the accused. Disciplinary action may include transfer, with holding promotion, suspension or even dismissal. This action shall be in addition to any legal recourse sought by the complainant.

If it is found out through evidence by the Committee that the complainant has maliciously given false complaint against the accused, disciplinary action shall be taken against the complainant as well.

Regardless of the outcome of the complaint made in good faith, the employee lodging the complaint and any person providing information or any witness, will be protected from any form of retaliation. While dealing with complaints of sexual harassment, the Committee shall ensure that the complainant or the witness are not victimized or discriminated against by the accused. Any unwarranted pressures, retaliatory or any other type of unethical behaviour by the accused against the complainant while the investigation is in progress should be reported by the complainant to the Complaints Committee as soon as possible. Disciplinary action will be taken by the Committee against any such complaints which are found genuine.

This policy shall be disseminated to each employee of the Company as well as new recruits who will have to acknowledge that they have read and understood the policy and that they shall abide by the policy.

Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013

The following is a summary of sexual harassment complaints received and disposed off during the year:

Location and time, where last three AGMs were held

Following table details the particulars of the last Three Annual General Meetings of the Company

Location and time, where last three EGMs were held

Following table details the particulars of the last Extra Ordinary General Meetings of the Company

28. MEETING OF INDEPENDENT DIRECTORS

During the year under review as the applicability of Section 149(6) Of Companies Act, 2013 was not mandatory Independent Director Meeting was not held.

The provisions of Section 149 (4) have been mandatory and compliance of the provision of Section 149(6) Of Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 ("Rules") and SEBI LODR, Regulations 2015 [Regulation 16 (1)(b) and Regulation 25 (2A)] will be applicable to our Company immediately upon the listing of its Equity Shares on the Emerge Platform of National Stock Exchange of India Limited ("NSE Emerge"). We shall comply with the requirements of the Companies Act, 2013 SEBI LODR Regulations on listing of Equity Shares on stock exchanges.

Further, Board of Directors have formulated and adopted the code of conduct to promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors, as per the Schedule IV under the Act, which prescribes a code for the professional conduct to be adhered to by the ID.

29. POSTAL BALLOT

No Postal ballot was conducted by the company during the year 2023-24.

30. CODE OF CONDUCT

In terms of SEBI Listing Regulations 2015, the Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel of the Company. The same has been posted on the Company's website. The Declaration by the Chairman of the Company forms part of this Report.

Code of Business Conduct & Ethics for Directors/Management Personnel

The company is committed in conducting its business in conformity with ethical standards and applicable laws and regulations. The code of conduct for the directors and senior management of the company has been laid down by the board and the same is posted on the website of the company declaration by the CEO/managing director under clause 49 of the listing agreement regarding adherence to the code of conduct

Forth Coming Annual General Meeting

The forth coming Annual General Meeting of the Company is scheduled to be held on at 2.00. P.M 21st September, 2024 through video conferencing and the Registered Office: - Office No.7, Ground FLoor, Kumtha Street, Off. Shahid Bhagat Singh Road, Ballard Estate, Fort, Mumbai G.P.O., Mumbai- 400001, Maharashtra, India,

Financial Year of the Company

1st April 2023 to 31st March 2024.

Date of Book Closure

From 15th September, 2024 to 21st September, 2024 (Both days inclusive) and record date on 14th September, 2024

Listing on Stock Exchange

The National Stock Exchange of India Limited (Emerge platform), Mumbai Stock Code and Symbol

INM at The National Stock Exchange of India Limited (Emerge platform), Mumbai

Market Price Data: High Low during each month in Financial Yea i.e. 1st April 2023 to 31st March, 2024.

Registrar and Share Transfer agents Bigshare Services Private Limited

Address:-1ST Floor, Bharat Tin Works Building, pp. Vasant Oasis, Makwana Road, Marol, Andheri (e), Mumbai-400059.

Distribution Schedule and Shareholding Pattern as on March 31, 2024 1.1 Distribution Schedule as on March 31, 2024

1.2 Shareholding Pattern as on March 31, 2024

Branch Offices:

27A, Laxmi Industrial Estate, New Link Road, Andheri West, Mumbai, Mumbai Suburban, Maharashtra, 400053 - India

Retail and Wholesale Showroom

Ground Floor, 874, Block A, Jagdish Chander Dhiman Marg, Shastri Nagar, New Delhi, 110052 - India Warehouse:

First Floor, Building No. b/6, RCC Godown No. 107-112, Bhagwan Seth Estate, Dapode Road, Gundawali Village, Bhiwandi, Thane, Maharashtra, 421302 - India

Unit 1 - Plot No. 301/1, II Phase, Umbergaon Industrial Estate, GIDC, Umbergaon, Valsad, Gujarat, 396171 - India

Unit 2 - Shed No. C1B/718, GIDC, Umbergam, Valsad, Gujarat, 396171 - India.

Means of Communication

(a) Quarterly/ Half-yearly/ Yearly report were updated on company website for shareholders.

(b) The Listing Centre of NSE Emerge SME listed is a web-based application designed by the NSE for corporate. All periodical compliance filings like shareholding pattern, corporate governance report, etc are also filed electronically on the Listing Centre.

(c) The investors complaints are processed in a centralized web-based complaints redress system. The salient features of this system is Centralized database of all companies, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the compliant and its current status.

Address for correspondence

For any Query relating to the Shares of the Company M/S. BIGSHARE SERVICES PRIVATE LIMITED

Address: 1ST Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (e), Mumbai-400059.

Secretarial Department INTERIORS & MORE LIMITED

Address: 07, Kumtha St, Ballard Estate Fort, Mumbai 400001 Email: cs@inm.net.in

32. OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY

Not issued

33. POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING

The provisions of Regulation 9(l) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations") will be applicable to our Company immediately upon the listing of its Equity Shares on the Emerge Platform of National Stock Exchange of India Limited ("NSE Emerge"). We shall comply with the requirements of the SEBI (PIT) Regulations on listing of Equity Shares on stock exchanges. Further, Board of Directors have formulated and adopted the code of conduct to regulate, monitor and report trading by its employees and other connected persons for prevention of Insider Trading.

The Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct under the overall supervision of the board.

34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes during the year which had Adverse/favourable impact on the financial position of the company

35. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the Listing Regulation, Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors' Report.

The Board has been continuing its efforts and taken the required steps in the following areas:

1. Industry Structure and Development

2. Growth Strategy.

3. Segment-Wise Performance

4. Internal Control Systems and their adequacy

5. Strengths, Weaknesses, Opportunities and Threats

6. Financial Performance with respect to Operational Performance

7. Strict Compliances

8. Talent Management, Leadership Development, and Talent Retention.

9. Learning and Development

37. CREDIT & GUARANTEE FACILITIES

The Company has been availing secured loans, overdraft facilities and bank guarantee facilities from HDFC bank, from time to time for the business requirements.

38. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements.

39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

Disclosures regarding materially significant related party transactions

No transaction of material nature has been entered into by the Company with its Promoters or Directors or management or relatives etc. that may have potential conflict with the interest of the Company.

All transactions with the Related Parties were in the ordinary course of business and at an arm's length.

Disclosure

There are no material transactions with related parties, which require separate disclosure. A comprehensive list of related party transactions as required by Accounting Standard (AS) 18 issued by the Institute of Chartered Accountants of India, forms part of note no. 1.20 and other explanatory notes and information to the accounts in the Annual Report.

There is no material pecuniary transaction with any Non-Executive as well as Independent Directors of the Company that requires a separate disclosure.

There were no materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, Directors or the Management or relatives etc. that may have potential conflict with the interest of the Company at large.

40. ENVIRONMENTAL LEGISLATIONS

The Company core activity is trading artificial flowers, importing them including decorative items such as vases, plants, planters, wedding props, lights, furniture, fabric, chandeliers, candles, fragrance, and other related decor items and selling them domestically. As on today, we are a manufacturer and trader of quality artificial flowers, plants, and other home and office decor items. We have an in-house manufacturing plant where we make our items. Our company sources raw materials from both domestic and foreign markets.

As our most of the raw material is plastic, provision of The Plastic Waste Management Rules, 2016, The Municipal Solid Wastes (Management and Handling) Rules, The Hazardous and other Wastes (Management & Transboundary Movement) Rules, 2016, is applicable to the company. The Company is making every effort to conserve the usage of plastic and for gainful utilization of waste and also address the waste disposal issue.

41. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub Section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

Artificial flowers are hybrid objects that are artificial and at the same time extrinsically intertwined with nature. In this sense, the lineage of artificial flowers within intellectual property is closer to synthetic biology than it is to biology; to a subject matter inspired by nature but which takes up engineering standards and techniques to build nature from scratch.

The company has taken steps to achieve and maintain optimum energy procurement and utilization throughout the organization, to minimize energy costs/ waste without effecting the production and quality, to minimize the environmental effect. Using more energy efficient products designed to consume less energy than their standard counterparts implementing sustainability and sustainable development and also saving electricity.

B. Technology Absorption (R&D, Adaptation and Innovation):

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

i. Continuous research to upgrade existing products and to develop new products and services.

ii. To enhance its capability and customer service the Company continues to carry out R & D activities in house.

2. Benefits derived as a result of the above efforts:

i. Introduction of new and qualitative products.

ii. Upgrade of existing products.

3. Future plan of action:

Interiors & More Limited will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy. Training employees in the latest appropriate technologies will remain a focus area. The Company will continue to leverage new technologies and also on the expertise available

C. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual Outflows.

42. RISKS MANAGEMENT AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas.

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

43. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

44. DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE EQUIREMENTS UNDER CHAPTER V OF THE COMPANIES ACT 2013

During the year under review your Company has not accepted any Deposits within the ambit of Section 73 Chapter V of Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

45. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

46. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director.

The internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertakes corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.

Adequacy of internal financial controls with reference to the financial statements

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

47. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. The same is separately attached with Audit Report.

48. AUDITORS & REPORT OF THE AUDITORS

The company has received Intimation from M/s. Jay Gupta and Associates. (Firm Registration No. 329001E), Chartered Accountants, existing auditor of the Company who was appointed as the Statutory Auditors of the Company on 15/03/2020 to fill the casual vacancy caused by the resignation of M/s. Shailesh Pandey & Co., Chartered Accountant, subject to approval of members who shall hold the office till the conclusion of the ensuing AGM of the Company.

Further audit committee has recommended reappointment of M/s. Jay Gupta and Associates. (Firm Registration No. 329001E), Chartered Accountant for a period of 5 years, from the conclusion of the ensuing Annual General Meeting of the Company till the conclusion of the Annual General Meeting to be held in financial year 2025 from whom certificate pursuant to section 139 of the Companies Act has been received.

There are no qualifications, reservations or adverse remarks or disclaimers made by Jay Gupta and Associates. (Firm Registration No. 329001E), Statutory Auditors, in their Report on the accounts of the Company for the year under reference. The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.

49. SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s. CS Satyajit Mishra, Practicing Company Secretary, to conduct the Secretarial Audit and his Report on Company's Secretarial Audit Report is appended to this Report as ANNEXURE V. There are no qualifications, reservations or adversere marks or disclaimers made by M/s. CS Satyajit Mishra, Practicing Company Secretaries, in there.

Secretarial audit report except what have been specifically mentioned as below in the Report which is self- explanatory. There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditors:

1. The Company has filed Form MGT-14 for approval of the alteration in remuneration and term of remuneration of Mr. Manish Tibrewal as Managing Director of the Company with additional fees of Rs. 1,200/-.

2. The Company has filed Form DPT-3 for the Financial Year ended 31st March, 2023 with additional fees of Rs. 2,400/-.

3. The Company has filed Form DIR-12 for appointment of Mr. Gopal Tharad and Ms. Rupa Lacchiramka as Independent Directors with additional fees of Rs. 1,200/-.

4. The Company has filed Form PAS-3 for allotment of shares by way of Bonus Issue with additional fees of Rs. 1,200/-.

5. The Company has not filed Form MGT-14 relating to special resolution for appointment of Mrs. Rupa Lachhiramka as an Independent Director of the Company.

The management comments and notes on the Observations of Secretarial Auditorsare as follows:

The Management will look into the matter and take steps to file all the relevant forms with the Registrar of the company on time, to avoid additional fees leviable.

50. COST AUDITORS

The Board of Directors of the Company here confirmed that according to the Companies working and business the company does not require to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.

51. INTERNAL AUDITORS

The Company has appointed M/s. Pankaj Goyal, Chartered Accountant (Registration No.111994) as an Internal Auditor of the Company for the Financial Year 2024-2025. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Pankaj Goyal, in their report.

Internal audit report except what have been specifically mentioned the Report is self- explanatory. There are following qualifications, reservations or adverse remarks or disclaimers made by Internal Auditors:

"The Company has started internal audits from the financial year 2023-2024 only. Board of directors appointed first internal auditors in their meeting was held on 21st February, 2024. Therefore, previous internal audit reports and pending compliance are not applicable."

There were no serious observations found during the audit period from 1st April 2023 to 31st March 2024.

The management comments and notes on the Observations of Internal Auditors are as follows: NA

52. POLICY/ VIGIL MECHANISM/ CODE OF CONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Company's code of conduct. The said mechanism also provides for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2023-24, no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the Company at www.inm.net.in

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.inm.net.in

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

53. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and cooperation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules and the disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023- 2024, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-2024 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as stated under ANNEXURE pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

54. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

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

55. 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 Board of Directors and the designated employees have confirmed compliance with the Code.

56. CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report.

57. SECRETARIAL STANDARDS

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial audit Report.

58. ACKNOWLEDGEMENT

Our Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and cooperation have helped, as partners in your Company's progress. Our Directors, also acknowledge the hard work, dedication and Commitment of the employees.