The Board of Directors are pleased to present the 69^th Annual
Report and the Company’s Audited Financial Statement for the
Financial Year ended March 31,2024.

Financial Results

The financial performance of the Company for the year ended
March 31, 2024 is summarized below:

(' in lakh)

Results of operations and the State of Company’s affairs

There is no operating revenue in the Company as the Company
has ceased its business operations. The Company has incurred a
net loss of Rs. 387.29 lakh for the year 2023-24.

In view of the losses, the Company does not propose to transfer
any amount to the reserves.

Dividend

In view of the losses, the Board ofDirectors have not recommended
any dividend for the year under review.

Material changes from the end of Financial Year till the date
of this report

There have been no material changes and commitments affecting
the financial position of the Company between the end of the
Financial Year and date of this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under
review, as stipulated under the Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), is presented in a
separate section forming part of the Annual Report.

Subsidiaries / Joint Ventures/ Associate Companies

The Company does not have any Subsidiary / Joint Venture/
Associate Company, therefore disclosures on Subsidiaries/ Joint
Ventures/ Associate Companies are not applicable.

Secretarial Standards

The Company has followed applicable Secretarial Standards, i.e.
SS-1 and SS-2, relating to “Meetings of the Board of Directors”
and “General Meetings” respectively.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies
Act, 2013 (“the Act”) with respect to Directors’ Responsibility
Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the financial
year ended March 31, 2024, the applicable Accounting
Standards read with the requirements set out under Schedule
III to the Act, have been followed and there are no material
departures from the same;

ii. the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at
March 31, 2024 and of the loss of the Company for the year
ended on that date;

iii. the Directors have taken 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. the Directors have prepared the annual accounts of the
Company for the financial year ended March 31, 2024 on a
‘going concern’ basis;

v. the Directors have laid down internal financial controls to
be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

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

Corporate Governance

The Company adheres to the Corporate Governance requirements
set out by Securities and Exchange Board of India (“SEBI”).

The Corporate Governance Report of the Company in pursuance
of the Listing Regulations forms part of the Annual Report.
Certificate from a Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance is
attached to the Corporate Governance Report.

Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered by the
Company during the Financial Year with related parties were in
its 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 or which is required
to be reported in Form No. AOC-2 in terms of Section 134(3)(h)
read with Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and
on dealing with Related Party Transactions is posted on the
Company’s website and may be accessed at the link: https://
infomediapress.in/wp-content/uploads/2022/07/Policy-on-
materiality-of-RPT-InfomediaPressLtd.pdf.

There were no materially significant related party transactions
which could have potential conflict with the interests of the
Company at large. Members may refer to Note No. 29 to the
Financial Statement which sets out related party disclosures
pursuant to Ind AS.

Risk Management

The Board of Directors of the Company is responsible for direction
and establishment of internal controls to mitigate material risk.
The Company has formulated and adopted a Risk Management
Policy to identify the element of risk and to provide reasonable
assurance that all the material risk will be mitigated or managed.

Internal Financial Controls

The Company has adequate system of internal financial controls
to safeguard and protect the Company from loss, unauthorized
use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the management. The
Company is following the applicable Accounting Standards
for properly maintaining the books of accounts and reporting
Financial Statement.

The internal financial controls have been embedded in the
processes. Assurance on the effectiveness of internal financial
controls is obtained through management reviews, continuous
monitoring by functional leaders as well as testing of the internal
financial control systems by the Internal Auditors during the
course of their audits.

The Audit Committee reviews the adequacy and effectiveness of
Company’s internal controls and monitors the implementation of
the audit recommendations.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Karanvir Singh Gill, Director,
retires by rotation at the ensuing Annual General Meeting
(“AGM”) of the Company. The Nomination and Remuneration
Committee and Board of Directors have recommended his re¬
appointment for the approval of shareholders.

The Company has received declarations from all the Independent
Directors of the Company confirming that:

(i) they meet the criteria of independence as prescribed under
the Act and Listing Regulations;

(ii) they have registered their names in the Independent
Directors’ Databank; and

(iii) they have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.

During the year under review, Mr. Sushil Jain demitted office as
Chief Financial Officer of the Company w.e.f. closing hours of
May 30, 2023. Based on the recommendation of the Nomination
and Remuneration Committee and Audit Committee, the Board
of Directors approved the appointment of Mr. Ketan Kishore
Ravesia as Chief Financial Officer of the Company w.e.f. May
31, 2023, without any remuneration.

The Company has in place “Policy for Selection of Directors and
determining Directors’ Independence” and “Remuneration Policy
for Directors, Key Managerial Personnel and Other Employees.”
These policies have been uploaded on the website of the Company
and can be accessed at https://infomediapress.in//wp-content/
uploads/2019/05/Infomedia_Policy_on_Selection_of_Directors_
Determining_Independence.pdf and https://infomediapress.in//
wp-content/uploads/2019/05/Infomedia_Remuneration_Policy.
pdf respectively.

The Policy for selection of Directors and determining Directors’
Independence sets out guiding principles for Nomination
and Remuneration Committee for identifying persons who
are qualified to become directors and determining directors’
independence, if the person is intended to be appointed as
independent director. There has been no change in this policy
during the year under review.

The Remuneration Policy for Directors, Key Managerial
Personnel and other Employees sets out guiding principles for
Nomination and Remuneration Committee for recommending
to the Board the remuneration of Directors, Key Managerial
Personnel and other employees. There has been no change in the
policy during the year under review.

Performance Evaluation

The Company has a policy for Performance Evaluation of the
Board, Committees and other Individual Directors (including
Independent Directors) which includes criteria for performance
evaluation of Directors.

In accordance with the manner specified by the Nomination and
Remuneration Committee, the Board carried out performance
evaluation of the Board, its Committees and Individual Directors.
The Independent Directors separately carried out evaluation of
Chairperson, Non- Independent Directors and Board as a whole.
The performance of each Committee was evaluated by the Board,
based on views received from respective Committee Members.
The consolidated report on performance evaluation was reviewed
by the Chairperson of the Board and feedback was given to
Directors.

Auditor and Auditors’ Report
Statutory Auditor

Chaturvedi & Shah LLP, Chartered Accountants (ICAI
Firm Regn. No.101720W/ W100355) were re-appointed as the
Statutory Auditors of the Company for another term of 5 (five)
consecutive years at the AGM held on September 29, 2022.

The Company has received confirmation from them to the effect
that they are not disqualified from continuing as Auditors of the
Company.

The Notes on Financial Statement referred to in the Auditors’
Report are self-explanatory and do not call for further comments.

The Auditors’ Report does not contain any qualification,
reservation, adverse remark or disclaimer. Further, the para
related to going concern given in the Auditors’ Report is self¬
explanatory and does not call for further comments.

Secretarial Auditor

The Board appointed M/s Chandrasekaran Associates, Company
Secretaries, to conduct the Secretarial Audit for the Financial
Year 2023-24. The Secretarial Audit Report for the Financial Year
ended March 31, 2024, is annexed with this report and marked as
Annexure I to this Report. The Secretarial Audit Report does
not contain any qualification, reservation, adverse remark or
disclaimer.

Disclosures

(i) Meetings of the Board

During the Financial Year ended on March 31,2024, 5 (five)
Board Meetings were held. Further, details of the meetings
of the Board and its Committees are given in Corporate
Governance Report, forming part of the Annual Report.

(ii) Audit Committee

The Audit Committee of the Company comprises Mr. Lalit
Kumar Jain (Chairman), Mr. Vivek Jain and Mr. Ratnesh
Rukhariyar. During the year, all the recommendations made
by the Audit Committee were accepted by the Board.

(iii) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the
Company comprises Mr. Vivek Jain (Chairman), Mr. Lalit
Kumar Jain and Ms. Kshipra Jatana.

(iv) Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee of the Company
comprises Mr. Ratnesh Rukhariyar (Chairman), Mr. Lalit
Kumar Jain and Mr. Karanvir Singh Gill.

(v) Vigil Mechanism

The Company promotes ethical behaviour in all its activities.
Towards this, the Company has established a robust Vigil
Mechanism and a Whistle Blower Policy. The Company has
constituted an Ethics & Compliance Task Force to process
and investigate the protected disclosure made under the
Policy. The confidentiality of those reporting violations is
maintained and they are not subjected to any discriminatory
practice or victimization. The Audit Committee oversees
the Vigil Mechanism. The Vigil Mechanism and Whistle
Blower Policy is available on the Company’s website and
can be accessed at: https://infomediapress.in//wp-content/
uploads/2019/05/Policy_vigil_mechanism_whistleblower_
Infomedia_Press_Ltd.pdf

(vi) Prevention of Sexual Harassment at workplace

The Company has complied with the provisions relating
to the constitution of Internal Complaints Committee as
specified under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The other
disclosures under this Act are given in Corporate Governance
Report, which forms part of the Annual Report.

(vii) Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

Disclosures on Conservation of Energy and Technology
Absorption are not applicable to the Company at present.
Further, during the year under review, there has been no
foreign exchange earnings and outgo.

(viii) Annual Return

The Annual Return of the Company as on March
31, 2024 is available on the Company’s website and
can be accessed at https://www.infomediapress.in/
wp-content/uploads/2024/08/Annual_Return_2024_
InfomediaPressLtd.pdf.

(ix) Particulars of Employees and Related Information

None of the employee is in receipt of salary beyond the
limits prescribed under Section 197(12) of the Act read with
Rules 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 forms part of this
report. Having regard to the provisions of the second proviso
to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent
to the members of the Company. Any member interested
in obtaining such information may write to the Company
Secretary to email id: investors@infomedia18.in.

General

During the year under review:

1. The Company had not issued any equity shares with
differential rights as to dividend, voting or otherwise.

2. The Company had not accepted any deposit under Chapter
V of the Act.

3. The Company had not issued any shares (including sweat
equity shares) to directors or employees of the Company
under any scheme.

4. The Company had not made any Investments or given any
Loans, Guarantees and Securities, therefore disclosure
under Section 186(4) of the Act is not applicable.

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

6. The provisions of Section 135 relating to Corporate Social
Responsibility are not applicable.

7. No significant and/or material order was passed by any
Regulator/ Court/ Tribunal which impacts the going concern
status of the Company or its future operations.

8. No fraud has been reported by Auditors to the Audit
Committee or the Board.

9. There is no application made / proceeding pending under
the Insolvency and Bankruptcy Code, 2016.

10. There was no instance of one-time settlement with any Bank
or Financial Institution.

11. The Company is not required to maintain cost records under
the provisions of sub-section (1) of section 148 of the Act.

Acknowledgment

The Board of Directors wish to place on record its appreciation

for the faith reposed in the Company and continuous support

extended by the investors, employees, members, government and

regulatory authorities and various stakeholders.

For and on behalf of the Board of Directors

Lalit Kumar Jain

Date: April 17, 2024 Chairman