Boat Unlisted Shares

Annual Report Summary

Imagine Marketing Limited's Annual Report for 2022-23 provides corporate information including Board of Directors and key personnel:

• Mr. Sameer Mehta is the Whole-time Director & Chief Executive Officer (effective May 4, 2023).
• Mr. Aman Gupta is a Whole-time Director.
• Mr. Vivek Gambhir is a Non-Executive Director (effective May 4, 2023).
• Other Independent Directors: Mr. Anish Saraf, Mr. Aashish Kamat, Mr. Anand Ramamoorthy, Mr. Deven Waghani, and Mrs. Purvi Sheth.
• Key management also includes Mr. Ankur Sharma (Chief Financial Officer) and Mr. Gaurav Nayyar (Chief Operation Officer). Mr. Mukesh Ranga is the Company Secretary.

The registered office is located in Mumbai, Maharashtra, while the corporate office is in New Delhi. The company's statutory auditors are M/s. BSR & Co. LLP (Chartered Accountants), and the secretarial auditors are M/s. M Siroya and Company.

The company's bankers include The Hongkong and Shanghai Banking Corporation Limited, RBL Bank Limited, ICICI Bank Limited, Axis Bank Limited, HDFC Bank Limited, Standard Chartered Bank, Citi Bank N.A., and DBS Bank India Limited.

The report outlines ordinary and special businesses to be transacted at the 10th Annual General Meeting (AGM) to be held on October 30, 2023, via video conferencing. Ordinary businesses include adopting the audited standalone and consolidated financial statements for the year ended March 31, 2023, and the re-appointment of Mr. Aman Gupta as a Director. Special businesses include seeking approval for waivers of recovery of excess managerial remuneration paid to Mr. Aman Gupta, Mr. Sameer Ashok Mehta, and Mr. Vivek Gambhir for the financial year ended March 31, 2023.

The notice also seeks member approval for the remuneration to be paid to Mr. Aman Gupta and Mr. Sameer Ashok Mehta for the financial year 2023-24, which includes an annual remuneration of Rs. 2.50 Crore each, along with a performance-linked bonus, and for remuneration to be paid to Non-Executive Director(s) and Independent Directors.

The notice discusses that the AGM will be conducted through VC/OAVM in compliance with the Companies Act, 2013, read with MCA Circulars. The remote e-voting period is set for Wednesday, October 25, 2023 at 9.00 A.M.(IST) and ends on Sunday, October 29, 2023 at 5.00 P.M. (IST).

An explanatory statement regarding the waiver of excess remuneration is included, noting that while approving the remuneration of Mr. Aman Gupta, Mr. Sameer Ashok Mehta and Mr. Vivek Gambhir, the members had also approved the payment of "Minimum Remuneration" in the event of inadequacy or absence of profits, subject to approvals. The Nomination and Remuneration Committee and the Board of Directors consider the remuneration justified given their key roles. The statement also discusses the proposed remuneration for Mr. Aman Gupta and Mr. Sameer Ashok Mehta for FY 2023-24 and the remuneration of Non-Executive and Independent Directors.

Annexure I contains additional information as required under Schedule V of the Act, including the nature of the industry, the date of commencement of commercial production, and financial performance indicators. It also provides background details, job profiles, suitability, and past remuneration for Mr. Aman Gupta and Mr. Sameer Ashok Mehta, as well as details of Non-Executive and Independent directors including Mr. Aashish Kamat, Mr. Anand Ramamoorthy, Mr. Deven Waghani, Mrs. Purvi Sheth and Mr. Vivek Gambhir. Finally, other information including the reasons for any losses and steps taken for improvement are stated. The note lists two loss-making subsidiaries, stating that they are in the wireless hearable and smartwatch business segments.

Annexure II provides details of directors seeking appointment/re-appointment at the 10th Annual General Meeting (Pursuant to Secretarial Standards - 2 on General Meetings].

The Directors' Report provides financial highlights and discusses the Company's affairs and business operations. It notes withdrawal of the Draft Red Herring Prospectus (DRHP) on October 26, 2022, and the shifting of the registered office. The capital structure of the company, including the authorized and paid-up share capital, and changes during the year are detailed, with the company authorized for INR 29,97,28,000 divided into 16,08,28,000 Equity shares. Information about Employees' Stock Option Plans and details of Subsidiaries and Associate Companies are provided. There is a mention of material events. In accordance with the provisions of the Act, Members of the Company, at the 9th Annual General Meeting held on December 23, 2022, had accorded their approval for payment of remuneration by way of commission to Non- Executive Director(s) and Independent Directors of the Company