Your Directors are pleased to present the 36^th (Thirty Sixth) Annual Report, together with the Audited Financial Statement of the Company for the financial year ended March 31, 2024 and the Auditors' Report thereon.

Financial Results (? In Lacs'

The gross income comprises of interest income and profit on sale of investment.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the "SEBI Listing Regulations"), the below is the Management Discussion and Analysis provides a detailed analysis on the performance of business and their outlook:

(i) Industry Structure and Development

Consequent to the surrender of the license of Non-Banking and Finance Company, and as per the directions received from Reserve Bank of India ("RBI"),, the Company has changed the business activities to providing advisory/ counselling service.

(ii) Opportunities and threats

The business of the Company is consultancy/ advisory services. However, the Company is presently engaged in recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company arising out of its earlier NBFC business. Your directors are exploring the possibilities of venturing into consultancy/ advisory services areas. During the year, the Company has earned only other income.

(iii) Segment-wise or Product-wise Performance

The Company engaged in the business of providing advisory/ counselling service and reporting as a single segment. This is in accordance with the guiding principle provided in the Indian Accounting Standard on Segment Reporting (IND AS - 108) issued by The Institute of Chartered Accountants of India.

The Company is also working towards the recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company. Your directors are exploring the possibilities of engaging in the consultancy services.

(iv) Outlook

The Company is working towards the recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company. Your directors are also exploring the possibilities of engaging in the consultancy services.

(v) Risks and Concerns

The Company is working towards the recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company. The management sees uncertainty in such settlements as the present functioning is only limited to recovery of delinquent loan assets. Your directors are exploring the possibilities of engaging in the consultancy services.

(vi) Internal Control Systems and their adequacy

The Internal Control Systems are in place to serve the existing operations of the Company.

(vii) Financial Performance

The loss for the year after write offs/ provisions etc. and tax amounts is ? 20.23 Lacs.

(viii) Human Resource and Industrial Relations

There was no employee in the Company as on March 31, 2024

(ix) Details of significant changes in key financial ratios

Refer note no. 36 of the financial statement for the ratios. Further, the current ratio was impacted due to increase in cash and cash equivalents and interest coverage ratio was impacted due to increase interest/ dividend payment on 1% Redeemable Cumulative Preference Shares.

(x) Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof

The Company's net worth continues to stand fully eroded.

Cautionary Statement

Statements in this Management Discussion and Analysis section describing the Company's objectives, projections, estimates and expectations, which may be 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Company's operations are significant changes in political and economic environment in India, tax laws, and related costs.

Dividend

In view of losses suffered by the Company, no dividend has been considered for the financial year 2023-24. Transfer to Reserves

During the year ended March 31, 2024, no amount (previous year: nil) transferred to general reserves.

Change in Share Capital

During the year ended March 31, 2024, there has been no change in the share capital of the Company.

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 (hereinafter referred as the "Act") and Articles of Association of the Company, Mr. Ashok Kumar Behl, Director retire by rotation at the ensuing Annual General Meeting (hereinafter referred as the "AGM") and being eligible, offer himself for re-appointment.

During the financial year, Mr. Rajeev Khanna (DIN: 08471497) has resigned from the position of Whole-time Director & Key Managerial Personnel of the Company with effect from May 08, 2023, due to his pre-occupation in other professional assignment and in his place Mr. Ashok Kumar Behl (DIN: 10146894), on the recommendation of Nomination and Remuneration Committee (hereinafter referred as "NRC"), has been appointed as a Whole-time Director and Key Managerial Personnel of the Company by Board of Directors at its meeting held on May 08, 2023. Subsequently, the shareholders of the Company have approved the appointment of Mr. Behl at the last AGM held on August 04, 2023.

Further, Mr. Vinod Dixit (DIN: 01147430) Non-Executive Director had resigned, due to his pre-occupation in other professional assignments, from the Board on October 26, 2023, and in his place, the Board, on the recommendation of NRC, has appointed Mr. Kamal Sachdeva (DIN: 10364431) as an Additional Non-Executive Director, effective from

October 26, 2023, liable to retire by rotation. Subsequently, the shareholders of the Company have approved the appointment of Mr. Sachdeva, vide postal ballot notice dated December 08, 2023, on January 12, 2024.

Mr. Vicky Chauhan, Company Secretary and Compliance Officer of the Company has resigned w.e.f. January 30, 2024, and in his place Mr. Arvind Kumar has been appointed as a Company Secretary and Compliance Officer of the Company w.e.f. April 29, 2024.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed under Section 149(6) of the Act and under Regulations 16 & 25 of SEBI Listing Regulations and there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Company has also received a declaration from all the Independent Directors that they have registered their names in the Independent Directors data bank and pass/ exempt requisite proficiency test conducted by Ministry of Corporate Affairs.

In the opinion of the Board, the Independent Directors of the Company are the persons of integrity, expertise and fulfill the conditions as per the applicable laws and are independent of the management of the Company.

The Board at its meetings held on October 26, 2023, has reviewed and made requisite amendment(s) in the Policy on Appointment and Remuneration of Directors and Members of Senior Management. The Policy on Appointment and Remuneration of Directors and Members of Senior Management is annexed as Annexure - A and forms an integral part of this Report.

Annual performance evaluation of the Board, its committees and individual directors (including Independent Directors) pursuant to the provisions of the Act and the Corporate Governance requirements under SEBI Listing Regulations have been carried out in accordance with the Policy, and the process, given in Corporate Governance Report, was followed by the Board for evaluation of its own performance and its committees and individual directors including Independent Directors.

The details of programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company www.ibcl.ltd/ regulation-46.html.

The brief resumes and other details relating to the directors who are proposed to be appointed/ re-appointed, as required to be disclosed as per the provisions of the SEBI Listing Regulations/ Secretarial Standard are given in the Annexure to the Notice of the 36^th AGM.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows: -

A. Conservation of Energy

Your Company being engaged in advisory/ counselling service and does not have any activity relating to conservation of energy.

B. Technology absorption: Not Applicable

C. Foreign Exchange Earnings and Outgo

During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.

Corporate Governance

Corporate Governance is about maximizing shareholders value, ethically and sustainably. At Invigorated Business Consulting Limited the goal of corporate governance is to ensure fairness for every stakeholder. Your Company

believes that strong corporate governance is critical to enhancing and retaining investor trust. Your Company also endeavors to enhance long-term shareholder value and respect minority rights in all its business decisions.

Your Company reaffirms its commitment to the good corporate governance practices and has adopted the Code of Conduct which has set out the systems, processes and policies conforming to international standards. Pursuant to Regulation 34(3) of the SEBI Listing Regulations, Corporate Governance Report and a Certificate regarding compliance of conditions of Corporate Governance from the Auditor are enclosed as Annexure - B and forms an integral part of this Report.

Further, other governance related disclosures are available on the website of the Company at www.ibcl.ltd/ regulation-46.html.

Corporate Social Responsibility (CSR)

The Company did not fall under any of the criteria of provisions of Section 135 of the Companies Act, 2013. Hence, Company did not require to do CSR expenditure during the financial year 2023-24.

Holding, Subsidiaries, Joint Ventures and Associate Companies

Escorts Kubota Limited is the holding company of the Company. Further, the Company do not have any Subsidiary, Joint Venture or Associate Company.

Escorts Kubota Limited is holding company of Kubota Corporation.

Contracts and Arrangements with Related Parties

During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties.

The particulars of contracts or arrangements, with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is appended as Annexure - C to this report.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as provided by the Board may be accesses on the Company's website at https://www.ibcl.ltd/policies.html.

Your directors draw attention of the members to Note Nos. 38 and 39 to the financial statement which sets out related party disclosures.

Auditors and Auditors' Report

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, the shareholders of the Company at the 34th AGM held on September 30, 2022, had appointed M/s. Kapish Jain & Associates, Chartered Accountants, New Delhi (Firm Registration No. 022743N) as Statutory Auditors of the Company for a period of 5 years i.e. upto the conclusion of AGM to be held in the year 2027.

The comments given by M/s. Kapish Jain & Associates, Chartered Accountants, Statutory Auditors, in their Report read together with notes to Accounts for the financial year ended March 31, 2024 are self-explanatory and hence, do not call for any further explanations or comments under Section 134 of the Act.

Pursuant to provisions of the Section 143(12) of the Act neither the statutory auditors nor secretarial auditors have reported any incident of fraud to the Audit Committee or the Board during the year under review.

Secretarial Auditors

The Board of Directors of the Company had appointed M/s. Jayant Gupta and Associates, Practicing Company Secretaries to conduct secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is enclosed as Annexure - D and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation and adverse remarks and the comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further explanations or comments under Section 204(3) of the Act.

Risk Management

The Company did not fall under the criteria of Regulation 21 of SEBI Listing Regulations. Hence, Company did not require to comply the risk management provisions.

Internal Financial Controls and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has in place adequate internal financial controls including with reference to financial statement and for ensuring the orderly & efficient conduct of its business.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Disclosures

Meetings of the Board

Four (4) meetings of the Board of Directors were held during the financial year. For further details, please refer Report on Corporate Governance annexed as Annexure - B to this report.

Audit Committee

For constitution and other details of the Audit Committee, please refer Report on Corporate Governance annexed as Annexure- B to this report.

All the recommendations made by the Audit Committee were accepted by the Board.

Annual Return

The Annual Return for the financial year 2023-24* is available on the Company's website at www.ibcl.ltd/regulation-46. html.

*Ensuing AGM related information i.e. attendance etc. to be updated after AGM.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of effected Director(s) and Employee(s).

In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Whistle Blower Policy has been reviewed and noted by the Board during the financial year at its meeting held on October 26, 2023 and is available on Company's website at www.ibcl.ltd/policies.html.

Registrar and Share Transfer Agent

The share transfer and related activities are being carried out by Alankit Assignments Limited, Registrar and Share Transfer Agent (hereinafter referred as "RTA") from the following address:

Alankit Assignments Limited

RTA Division, 4E/2,

Jhandewalan Extension,

New Delhi - 110055

Particulars of Loans given, Investments made, Guarantees given and Securities provided

During the year under review, neither any loan and investment was made nor any guarantees and securities was provided. The details of investments as on March 31, 2024, is provided in Note No. 5 to the financial statement.

Particulars of Employees

In terms of provisions of Section 197(12) of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the employees in terms of remuneration drawn is available with the Company Secretary. Having regard to the provisions of Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company and the same will be furnished on request.

Disclosures 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 is annexed as Annexure - E and forms an integral part of this Report.

Deposits

During the year under review, the Company has not accepted/ renewed any fixed deposit and no amount of principal or interest was outstanding as on the Balance Sheet date.

Investor Education and Protection Fund ("IEPF")

During the year under review, there was no amount required to be transferred to IEPF.

Material Changes and Commitment affecting the financial position

There are no material changes affecting the financial position of the Company subsequent to the close of the financial year ended on March 31, 2024 till the date of this report.

Change in Name

Pursuant to the approval of shareholder at the AGM held on September 30, 2022, the Ministry of Corporate Affairs (Power delegated to Registrar of the Companies) has approved the new name of the Company i.e. Invigorated Business Consulting Limited from Escorts Finance Limited and issued the Certificate of Incorporation dated June 14, 2023.

Change in Object Clause

Pursuant to the approval of shareholders at the last AGM held on August 04, 2023, the Object Clause of the Company has been changed to provide the leasing advisory/ counselling service and by deleting of finance related activities.

Reclassification of Promoter

Shreeyam Securities Limited (formerly Escorts Securities Limited), Promoter Shareholder of the Company, has requested to reclassify them from the Category of Promoter Group to Public Shareholder.

The said request was considered, analyzed and approved by the Board of Directors at its meeting held on August 30, 2022, and shareholders at AGM held on September 30, 2022.

Pursuant to the Regulation 31A of SEBI Listing Regulations, an application for reclassification of Shreeyam Securities Limited from category of Promoter Group to Public Shareholder has been submitted to BSE Limited on October 19, 2022, and the same was approved by BSE Limited on July 17, 2023.

Prevention of Sexual Harassment

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the provision related to constitution of internal complaint committee is not applicable on the Company.

Secretarial Standards

The Company is in compliance with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Application made or any proceeding pending under the Insolvency and Bankruptcy Code

As on the date of the Report no application is pending under the Insolvency and Bankruptcy Code, 2016 ("IBC") and the Company did not file any application under IBC during the financial year 2023-24. Further, the Company has not made any one-time settlement.

Compliance by Large Corporate

Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/HO/ DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, as such no disclosure is required in this regard.

Disclosure of Certain Type of Agreements Binding Listed Entity

Pursuant to Regulation 30A(2) of SEBI Listing Regulations, there is no agreement impacting the management or control of the Company or imposing any restrictions or create any liability upon the Company.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

(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 Companies Act, 2013 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 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

General

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

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

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

3. Details of the remuneration of Whole-time Directors of the Company received from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. However, members' attention is drawn to Note No. 22 to the financial statement which sets out information on Commitments and Contingencies.

5. Details of difference between amount of 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.

6. No political contribution made during the year under review.

Acknowledgement

Your Directors wish to acknowledge and thank the co-operation and assistance extended by the Banks, Financial Institutions, Government Agencies, Customers and Depositors.

The Directors also wish to convey their deep appreciation for the contribution made by the employees to the operations of the Company, in particular those who continued with the Company and extended their full support during this difficult period. We also convey our thanks to our esteemed shareholders for their continued support and encouragement.

For and on behalf of the Board of Directors Invigorated Business Consulting Limited

Sd/-

Ashok Kumar Behl

Place: Faridabad Chairman

Date: July 30, 2024