Incredible Industries Ltd

DEAR MEMBERS,

Your Directors take pleasure in presenting the 45^th Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS:

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

Note: The Company had prepared its financial statements in accordance with Indian Accounting Standards (‘Ind AS?) as prescribed under Section 133 of Companies Act, 2013 read with relevant rules thereunder and other accounting principles generally accepted in India.

OPERATIONS:

Iron & Steel is indispensable for nation building and has a direct linkage with nation?s health and growth. FY 2023-24 is one of the prosperous year for the Company in terms of turnover, profitability and other financial parameters. There is a marginal increase in prices of finished goods as compared to last year and thus, revenue from operations increased in the same proportion. The Company had achieved EBIDTA of Rs 2,154.16 Lakhs during the period under review as compared to Rs 1,816.30 Lakhs in the last year. Profit before Tax positively increased by 39.64 % to Rs 996.88 Lakhs of current year as compared to Rs 713.91 Lakhs of last year. Profit after Tax is also increased by 21.61 % to Rs 596.80 Lakhs of current year as compared to Rs 490.73 Lakhs of last year and total comprehensive income is also increased by 21.87 % to Rs 597.68 Lakhs of current year as compared to Rs 490.43 Lakhs of last year.

STATE OF THE COMPANY?S AFFAIRS:

FY 2023-24 has been overall a good year for the Company in terms of turnover and profitability. The turnover of the Company had moderately increased on account of good demand of finished products as well as improvement in production as compared to last year. However, at the same time prices of raw materials also increased to some extent. Thus, the overall margins get more or less at moderate level. The management of the Company took appropriate decision at its end keeping in mind the prevailing market trends at that point of time and achieve the desired results. The overall state of affairs of the Company keeping in mind the present market scenario is satisfactory.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION:

There is no such material change and commitment affecting the financial position of your Company which have occurred between the end of the financial year of your company to which the financial statements relate and the date of the report.

CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY:

Your company is engaged in the activity of manufacturing of steel related rolled products such as TMT, Wire rods, H. B. Wire etc. and providing related services. Further, the Company is also involved in generation of electricity through Wind Power. There is no change in the nature of business during the period under review.

INDUSTRY SCENARIO AND OUTLOOK:

Steel is one of the world?s most innovative and essential materials. Steel is infinitely recyclable and exceptionally strong and offers an array of sustainable benefits. Since it is produced in every region of the world, steel generates jobs and economic growth. The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to India?s manufacturing output.

The Indian steel industry is modern with state-of-the-art steel mills. It has always strived for continuous modernization of older plants and up-gradation to higher energy efficiency levels. Indian steel industry is classified into three categories - major producers, main producers and secondary producers.

Steel is a product of large and technologically complex industry having strong forward and backward linkages in terms of material flows and income generation. It is also one of the most important products of the modern world and of strategic importance to any industrial nation. From construction, industrial machinery to consumer products, steel finds its way into a wide variety of applications. It is also an industry with diverse technologies based on the nature and extent of raw materials used.

India is the world?s second-largest producer of crude steel. The growth in the Indian steel sector has been driven by the domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to India?s manufacturing output. In the past 10–12 years, India?s steel sector has expanded significantly. Production has increased by 75% since 2008, while domestic steel demand has increased by almost 80%. The capacity for producing steel has grown concurrently, and the rise has been largely organic.

The annual production of steel is anticipated to exceed 300 million tonnes by 2030–2031. By 2030–31, crude steel production is projected to reach 255 million tonnes at 85% capacity utilisation achieving 230 million tonnes of finished steel production, assuming a 10% yield loss or a 90% conversion ratio for the conversion of raw steel to finished steel. With net exports of 24 million tonnes, consumption is expected to reach 206 million tonnes by the years 2030–2031. As a result, it is anticipated that per-person steel consumption will grow to 160 kg.

India has enormous scope and untapped potential to increase steel consumption in almost all sectors, especially in automobiles, engineering industries and infrastructure development. India?s GDP growth is likely to move higher in the coming years due to compulsive focus by policy makers for development of infrastructures & other sectors.

Your company is one of the major key players among the various players in the rolling mill industry in the Durgapur region of West Bengal. It operates with a vision to become industry leader in zone which inspires its stakeholders and a well-defined business plan with planned strategy give hope to achieve its vision.

DIVIDEND AND RESERVES:

In view of meeting capital requirements of the Company through ploughing back of profit in the business, the Directors of your Company are intend to retain the surplus profits in the business itself. Therefore, no dividend is being recommended.

During the period under review, no amount was transferred to General Reserve.

SHARE CAPITAL:

During the financial year under review, there is no change in the capital structure of the Company and accordingly the issued, subscribed and paid up share capital of your Company stood at Rs 46,76,37,500/- (Rupees Forty Six Crores Seventy Six Lakhs Thirty Seven Thousand Five Hundred Only) comprising of 4,67,63,750 (Four Crores Sixty Seven Lakhs Sixty Three Thousand and Seven Hundred and Fifty) number of Equity shares of 10/- each fully paid up as on March 31, 2024 .

The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise and neither issue any shares (including sweat equity shares) to employees of the Company under any scheme, raise any funds through preferential allotment or through qualified institutions placement. Further, there are no shares lying in the suspense account during the period under review.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES INDUSTRIAL RELATIONS:

During the financial year under review, industrial relations remained cordial. Employees? competencies and skills were enhanced by exposing them to several internal and external training programmes. Various measures were taken to improve motivation level of employees. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization.

CREDIT RATING:

The Company had not issued any debt instrument/securities or run any fixed deposit programme or any scheme or proposal involving mobilization of funds, whether in India or abroad during the period of review. Thus, the question of obtaining external credit rating of the Company for the instruments stated above does not arise. However, the Company had obtained working capital facility from Public Sector Banks for which it had obtained external credit ratings for its borrowings from Acquite Ratings and Research Limited with effect from November 2, 2021 and from Infomerics Valuation and Rating Private Limited with effect from December 13, 2023 and the same is available on the company?s website www.incredibleindustries.co.in.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under the provisions of sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure-A, which is annexed hereto and forms part of Board?s Report.

DETAILS OF BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board?s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

During the year, 5 (Five) Board meetings were held, details of which are given below. The maximum time gap between any two consecutive meetings did not exceeds the prescribed time limits.

COMMITTEES OF BOARD:

The Committees of the Board as per Companies Act, 2013 are as under: Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee Management and Finance Committee

The details of composition of the Committees of Board of Directors are as under:-a. Audit Committee

During the period under review, the Audit Committee had met five times i.e. on May 29, 2023, August 10, 2023, August 28, 2023, November 7, 2023, and February 1, 2024.

The details of composition of the Audit Committee are as under:-

All the recommendations made by the Committee are duly accepted and approved by the Board of Directors.

Vigil Mechanism / Whistle Blower Policy

In compliance with provisions of Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behaviour, actual or suspected fraud or violation of the Company?s code of conduct or ethics policy, if any. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. During the year under review, no personnel had been denied access to the Audit Committee. The Vigil Mechanism/ Whistle Blower Policy have been uploaded on the website of the Company at www.incredibleindustries.co.in and may be accessed at the following web-link: https://www.incredibleindustries.co.in/download/21592457662.pdf . b. Nomination & Remuneration Committee

The Nomination & Remuneration Committee had met three times during the year i.e. on May 29, 2023, August 28, 2023 and February 1, 2024. The details of composition of the Nomination & Remuneration Committee are as under:-

c. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee had met twice during the financial year 2023-24 on May 29, 2023 and February 1, 2024. The details of composition of the Stakeholders Relationship Committee are as under:-

d. Management and Finance Committee:

The Management and Finance Committee had met twice during the financial year 2023-24 on July 3, 2023 and July 28, 2023. The details of composition of the Management and Finance Committee are as under:-

BUSINESS RESPONSIBILITY REPORT:

In terms of Regulation 34(2)(f ) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year) is required to include Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective, in the format specified by SEBI with effect from December 26, 2019 and other than top 1000 listed entities may include the report on voluntary basis. The Company falls under other than top 1000 listed entities and the preparation of the report is not mandatory.

DIRECTORS? RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and based on the information provided by the Management, the Board of Directors report that: (i) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards read with 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 except as otherwise stated in the Notes to Financial Statements 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 profit 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 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 are operating effectively; and (vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD INDEPENDENCE:

Our definition of ‘Independence? of Directors is derived from Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of the above said provisions :a) Shri Asit Baran Dasgupta (DIN: 02476594) b) Smt. Sonam Agarwal (DIN: 08054202) c) Smt. Shilpi Modi (DIN: 02706881)

The Company had not appointed any new Independent Director during the period under review.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 as well as under Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

DIRECTORS:

As on March 31, 2024, the Board comprises of six Directors namely Shri Rama Shankar Gupta (DIN: 07843716), Chairman and Managing Director (Executive), Shri Sanjay Kaloya (DIN: 07970640), Director (Non-Executive), Mr. Niket Agarwal (DIN: 07233888), Director (Non-Executive), Shri Asit Baran Dasgupta (DIN: 02476594), Non-Executive Independent Director, Smt. Sonam Agarwal (DIN: 08054202), Non-Executive Independent Woman Director and Smt. Shilpi Modi (DIN: 02706881), Non-Executive Independent Woman Director of the Company.

In accordance with the provisions of Section 152 of the Act, the Rules prescribed thereunder and your Company?s Articles of Association, Shri Sanjay Kaloya (DIN: 07970640) retires by rotation at the ensuing Annual General Meeting being eligible, offers himself for re-appointment. The Board of Directors recommends the re-appointment of Shri Sanjay Kaloya (DIN: 07970640) at the ensuing 45th Annual General Meeting. The resume and other information regarding re-appointment of Shri Sanjay Kaloya (DIN: 07970640) as required under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI LODR") will be given in the Notice convening the ensuing 45th Annual General Meeting.

KEY MANAGERIAL PERSONNEL (KMPs):

Shri Rama Shankar Gupta (DIN: 07843716), Chairman and Managing Director, Shri Amit Agrawal, Chief Financial Officer and Shri Bharat Agarwal, Company Secretary are the Whole-time Key Managerial Personnel (KMPs) of the Company as on Financial Year ending March 31, 2024.

COMPANY?S POLICY ON DIRECTOR?S APPOINTMENT AND REMUNERATION:

Pursuant to provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy. The Company?s Remuneration Policy is available on the web link https://www.incredibleindustries.co.in/download/21592457707.pdf .

The Remuneration Policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for remuneration to Executive Directors and Non-Executive Directors, fixed and variable components in the remuneration package, criteria for identification of the Board Members and appointment of senior management.

The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence etc. are summarily given hereunder:

• The Board member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other areas as may be considered relevant or desirable to conduct the Company?s business in appropriate manner.

• Independent Director shall be person of integrity and expertise and experience and/or someone who the Committee/ Board believes could contribute to the growth/philosophy/strategy of the Company.

• In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Company?s business dynamics, global business, social perspective, educational and professional background and personal achievement.

• Director should possess high level of personal and professional ethics, integrity and values. He / She should be able to balance the legitimate interest and concern of all the Company?s stakeholder in arriving at decisions, rather than advancing the interest of a particular constituency.

• Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He/She must have the aptitude to critically evaluate management?s working as a part of a team in an environment of collegiality and trust.

• The Committee evaluates each individual with the objective of having a group that best enables the success of the Company?s business and achieves its objectives.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

During the year, your company has duly complied with the provision of Section 186 of the Companies Act, 2013. The particulars of loans given, investments made, guarantees given under the provisions of Section 186 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 are provided in the notes to the Financial Statements.

DETAILS RELATING TO MATERIAL VARIATIONS:

Disclosures regarding material variations as specified in Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not required to be furnished as no such events took place during the year.

RISK MANAGEMENT:

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has a well-defined process to ensure risks are identified and steps to treat them are put in place at the right level in the management.

In terms of the requirements of the Companies Act, 2013 and Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has developed and implemented the Risk Management Policy. The Company has taken adequate measures to mitigate various risk encountered. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms a part of this report.

HUMAN RESOURCE:

Company?s industrial relations continued to be harmonious during the period under review. The human resource philosophy and strategy of your Company have been designed to attract and retain the best talent, creating a workplace environment that keeps employees engaged, motivated and encourages innovation. Your Company has qualified and talented human resources at all levels of operation. It has put concerted efforts for continuous learning and training to ensure that strong and credible leadership is developed.

SAFETY, HEALTH AND ENVIRONMENT:

The manufacture of steel involves steps that are potentially hazardous if not executed with due care. The Company maintains the highest safety standards within its operating units and is an ISO certified (ISO 9001:2015, 14001:2015 & 45001:2018) organization. Further, there is a team of professionals who conducts regular training programs to implement the concept of maintain safe operations among the employees and to educate the team on safety norms and procedures to be followed in an unfortunate situation.

CORPORATE SOCIAL RESPONSIBILITY:

In lines with the provisions of Section 135 of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) Policy for the development and benefit of the weaker section of the society and the same is approved by the erstwhile CSR Committee and the Board of Directors of the Company. The CSR Policy of the Company provides a road map for its CSR activities. The purpose of CSR Policy is to devise an appropriate strategy and focus on its CSR initiatives and lay down the broad principles on the basis of which the Company will fulfill its CSR objectives. As per the said policy, the Company follows the strategy of discharging its CSR responsibilities related to social service through various trusts/societies in addition to its own initiatives and donations made to other non-government organizations.

The CSR Policy has been uploaded on the Company?s website at www.incredibleindustries.co.in and may be accessed at the link https://www.incredibleindustries.co.in/download/21627896036.pdf. Pursuant to the requirements under Section 135 of the Companies Act, 2013 and Rules made thereunder, a report on CSR activities and initiatives taken during the year in the prescribed format is given in Annexure-B, which is annexed hereto and forms part of the Board?s Report.

The Company has been playing a pro-active role in the socio economic growth and has contributed to all spheres ranging from health, education, hygiene and empowerment of women, environment conservation etc. The Company becomes the part of some of the social programs in India, touching the lives of hundreds of people positively by supporting such programs. During the Year 2023-24, Company CSR activities are deployed through NGO?s namely M/s. Friends of Tribals Society to promote education among children belonging to weaker section of the society.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the prescribed particulars of remuneration of employees pursuant to Section 134(3)(q) and Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, are given in Annexure - C to the Board?s Report and forms part of this report.

RISK AND CONCERN:

Risk management is the continuing process to identify, analysis, evaluate and treat loss exposures to monitor risk control and financial resources to mitigate the adverse effects of loss. In today?s complex business environment, effective risk management is critical to success of any business. The Company has a risk management team, which periodically evaluating the risks associated with the business and taking necessary initiatives to minimize its impact. This also helps the Company in taking business decisions with balanced risks and rewards comparison. The risk management framework ensures compliance with the requirements of relevant Regulations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATIONS PROGRAMME FOR IDs?:

In terms of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a system of conducting the Familiarization Programme for Independent Director to familiarize them with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various initiatives. The said policy is uploaded on the Company?s website at www.incredibleindustries.co.in and may be accessed at the link https://www.incredibleindustries.co.in/download/21661506859.pdf .

During the FY 2023-24, the Company had conducted two familiarization programme for Independent Directors of the Company as under-a) Handling and Reporting of UPSI and its related compliance in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 on August 10, 2023. b) Discussion on SEBI LODR Regulations on February 1, 2024.

PREVENTION OF INSIDER TRADING:

In terms of Regulation 8(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time (the

"Regulations"), the Board of Directors had framed the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and in terms of Regulation 9(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time (the "Regulations"), a new "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Immediate Relatives of Designated Persons" is hereby framed. All Board of Directors and the designated employees have confirmed compliance with the applicable Code during the financial year.

Bothcodeisavailableonthewebsitewww.incredibleindustries.co.inoftheCompanyandmaybeaccessedatthelinkhttps://www. incredibleindustries.co.in/download/21671789833.pdf and https://www.incredibleindustries.co.in/download/21671789778. pdf .

BOARD EVALUATION:

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to sub-section 3(p) of Section 134 of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. The criteria for evaluation of Directors inter alia includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, achievements, understanding and awareness, integrity, ethics, value and openness.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors held on February 1, 2024, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The matter was also discussed in the board meeting held on February 1, 2024 at which the performance of the Board, its committees and individual directors was discussed. The performance of Independent Directors has been evaluated based on the guidelines as provided under Schedule IV of the Companies Act, 2013. The evaluation of the Independent Directors was carried out by the entire Board except by the Director being evaluated. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATES COMPANIES:

The Company does not have any subsidiaries, joint ventures and associate companies. So, the required disclosure is not applicable to the Company.

DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

The Company does not have received any significant and material orders passed by the Regulators, Courts and Tribunals during the period under review.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There are no application made or any proceedings initiated / pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

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

The Company had not approached to the Banks and Financial Institution for One Time Settlement (OTS) for loan taken by it from them during the period under review.

INTERNAL CONTROL AND AUDIT:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The CEO and CFO certification provided in the Annual Report discusses the adequacy of the Company?s Internal Control System and Audit.

The Internal Auditor monitors and evaluates the efficacy and adequacy of 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 function, process owners undertake corrective action 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.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

AUDITORS AND AUDITOR?S REPORT: STATUTORY AUDITORS

At the 42^nd Annual General Meeting (AGM) of the Company held on the 16^th September, 2021, M/s. R. Gopal & Associates, Chartered Accountants, having (Firm Registration No. 000846C) allotted by The Institute of Chartered Accountants of India (ICAI) were appointed as Statutory Auditors of the Company to hold office for a term of 5 (Five) years from the conclusion of 42nd AGM till the conclusion of the 47^th AGM of the Company. The Company has received a letter from the Statutory Auditors pursuant to the provisions of Section 139 of the Companies Act, 2013 confirming that their appointment will be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for the said appointment. The Companies Amendment Act, 2017 has omitted the requirement of ratification of the appointment of statutory auditors at every Annual General Meeting with effect from May 7, 2018. Hence the ratification of appointment of Statutory Auditors at the ensuing 45th Annual General Meeting is not required. The Notes on financial statement referred to in the Auditors? Report are self-explanatory and do not call for any further comments. The Auditors? Report does not contain any qualification, reservation or adverse remark. Further, the Statutory Auditors have not reported any incident of fraud u/s 143(12) of the Companies Act 2013, during the year under review.

COST AUDITORS

In terms of the provisions of Section 148(1) and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, maintenance of cost records has been specified by the Central Government for your Company and such accounts and records are made and maintained by your Company as per the requirements of the Act during the period under review. Further, your Company has appointed M/s. Dipak Lal & Associates, Cost Accountants (a Cost Audit Firm), as Cost Auditor of the Company for the Financial year 2024-25 to carry out audit of cost records of the Company, who was also the Cost Auditor for the Financial year 2023-24. The remuneration proposed to be paid to them in Financial Year 2024-25 requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting. The report issued by the cost auditor for the Financial Year 2023-24 is self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the Board has appointed M/s. M R & Associates, a firm of Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure- D to this Report.

Board?s comment on Secretarial Audit Report?s Observation

During the period under review, the Adjudicating Officer passed an adjudication Order dated May 13, 2022 pertaining to adjudication proceedings initiated on Company in the matter of suspected shell companies, imposing a penalty of Rs 7,00,000/- (Rupees Seven Lakhs Only) on the Company under the relevant rules and regulations. However, the enforcement of this order is subject to the outcome of Civil Appeal No. 4741 of 2021 titled SEBI vs. Suzlon Energy Ltd & Anr pending before the Hon?ble Supreme Court. The appeal is pending as on March 31, 2024. Apart from the above, the report is self-explanatory and do not call for any further comments.

The Board has also appointed M/s. M R & Associates, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

According to the provisions of Section 188 read with Section 2(76) of the Companies Act, 2013, all transactions entered with Related Parties during the financial year 2023-24 were on arm?s length basis and were in the ordinary course of business of the Company. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company?s website www. incredibleindustries.co.in and may be accessed at the link https://www.incredibleindustries.co.in/download/21650358708.pdf . Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures. Moreover during the year under review the Company has entered into materially significant related party transactions and the relevant disclosure of information pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 has been shown in AOC-2, annexed herewith marked as Annexure- E to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, no amount had been transferred to Investor Education and Protection Fund (IEPF) as no amount was due and payable.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In accordance with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and in order to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work places, your Company has constituted an Internal Complaint Committee and adopted a policy on Prevention of Sexual Harassment at Workplace. The policy aims to provide the effective enforcement of basic human right of gender equality and guarantee against sexual harassment and abuse. Your Company hereby declare that it has complied with provisions relating to the constitution of Internal Complaints Committee of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, there was no complaint lodged with the Internal Complaint Committee, formed under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the draft Annual Return of the Company for the Financial Year ended March 31, 2024 is uploaded on the website of the Company at https://www. incredibleindustries.co.in/menu-details.php?cat=investor-services&sub=annual-return . The final Annual Return shall be uploaded in the same web link after the said Annual Return is filed with the Registrar of Companies, West Bengal.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

Your Directors are pleased to report that your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder?s value.

Pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ‘Report on Corporate Governance? has been included in this Annual Report along with the certificate obtained from M/s. MR & Associates, a firm of Practicing Company Secretaries certifying compliance with the conditions of corporate governance as stipulated under relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and annexed with the report on Corporate Governance.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards as issued and notified by Institute of Company Secretaries of India.

FORWARD LOOKING AND CAUTIONARY STATEMENTS:

Certain statement in this Report concerning to our growth prospects, particularly those which relate to Management Discussion & Analysis Report, describing the Company?s objectives, projections, estimates, expectations or predictions may be ‘forward looking statements? within the meaning of applicable laws and regulations. Actual results could however differ materially from those expressed or implied. The risk and uncertainties relating to these statements include, but are not limited to, important factors that could make a difference to the Company?s operations such as global and domestic demand-supply conditions, finished goods prices, raw materials and fuels cost and availability, transportation costs, changes in Government regulations and tax structure, economic developments within India and other factors such as litigation and industrial relations. The Company does not undertake to update any forward looking statements that may be made from time to time by or on behalf of the Company.

APPRECIATION:

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at each level, through their dedication, hard work and commitment. The Board places on record its appreciation for the continued co-operation and support extended to the Company by various Banks, Financial Institutions, Stock Exchanges, NSDL and CDSL, Vendors, Customers, Consultants, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.