Directors Report of EFC (I) Ltd.

Mar 31, 2024

The Board of Directors ("Board") of EFC (I) Limited ("Company") with immense pleasure present their report on the business and operations of your Company for the financial year 2023-24. This Report is being presented along with the audited financial statements for the year.

FINANCIAL HIGHLIGHTS

The financial summary on standalone basis for year ended is as follows:

(Rs. in Lakhs)

	For the current year ended 31st March, 2024	For the previous yearended 31st March, 2023
Revenue from operations	1097.24	699.50
Other Income	862.12	3.73
Total Income	1959.36	703.23
Expenditure	1607.55	594.71
Profit / (Loss) for the year Before Tax	351.81	108.51
Less: Provision for Taxation	97.87	59.42
Net Profit/(Loss) After tax	253.94	49.09

The financial summary on consolidated basis for year ended is as follows:

(Rs. in Lakhs)

	For the current year ended 31st March, 2024	For the previous yearended 31st March, 2023
Revenue from operations	41,945.98	10,321.35
Other Income	931.76	84.52
Total Income	42,877.74	10,405.87
Expenditure	34,780.43	9,687.01
Profit / (Loss) for the year Before Tax	8097.31	718.86
Less: Provision for Taxation	1766.91	332.61
Net Profit/(Loss) After tax	6330.40	386.25

NUMBER OF MEETINGS OF THE BOARD

During the year, 18 (Eighteen) meetings of the Board were held. The Details of the meetings are mentioned in Corporate Governance Report annexed to this Report

STATE OF COMPANY''S AFFAIRS

(a) Based on Standalone financials

During the year under review, the Company has achieved turnover of Rs. 1097.24 Lakhs as against turnover of Rs. 699.50 Lakhs in the previous year. After deducting total expenditure aggregating to Rs. 1607.55 Lakhs, the Company has earned profit after tax of Rs. 253.94 Lakhs as against profit of Rs. 49.09 Lakhs of the previous year.

(b) Based on Consolidated financials

During the year under review, the Company has achieved turnover of Rs. 41,945.98 Lakhs as against turnover of Rs. 10,321.35 Lakhs in the previous year. After deducting total expenditure aggregating to Rs. 34,780.43 Lakhs, the Company has earned profit after tax of Rs. 6330.40 Lakhs as against profit of Rs. 386.25 Lakhs of the previous year.

THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

The amount which is carried to any reserves, if any, is duly disclosed in Balance Sheet and Notes to Balance Sheet as part of Financial Statements.

MATERIAL CHANGES AND COMMITMENTS

POST THE CLOSURE OF THE FINANCIAL YEAR, THE FOLLOWING ACTIVITIES WERE UNDERTAKEN:

1. EFC (I) Limited forays into sponsoring and managing Category II - Alternative Investment Fund (AIF), a "Rental Yield Fund" to acquire premium commercial real estate and lease them as Managed / Serviced Office Spaces - a legacy business that they have excelled over 10 years.

The Company to sponsor and manage Alternative Investment Fund (AIF) - Category II incorporated to SPVs in the name of EFC Alternate Investment LLP and EFC Investment Advisors Private Limited.

2. EFC (I) Limited, through its WOS - EFC Ltd, ventures into managing Small & Medium Real Estate Investment Trust (SM REIT) and make its presence felt as the first publicly listed managed / coworking office provider. The company would acquire and manage commercial real estate and lease out as Managed / Service Office Spaces, being their core business for more than a decade.

The Company has incorporated step-down subsidiary in the name of EFC REIT Private Limited as investment manager entity which sets up the Small and Medium Real Estate Investment Trusts (SM REIT) and manages assets and investments of the SM REIT and undertakes operational activities of the SM REIT.

3. EFC (I) Limited expands its horizons by establishing a Wholly-owned Subsidiary (''WOS''), paving the way for potential strategic collaborations / investments in the realm of Commercial Real Estate Projects, IT Park Projects, and beyond.

The Company incorporates a WOS for Potential Strategic partnership and investments in commercial real estate projects, IT Park Projects, etc. in the name of "EFC Estate Private Limitedâ.

4. EFC Limited (MWOS) acquired 51% stake in ''Bigbox Ventures Private Limited'' (Bigbox).

Bigbox is a fast-growing managed workspace company offering workspace as a service to enterprises and start-ups. Bigbox provides occupiers with flexibility, speed, security, and a world-class, contemporary workplace experience, all while enhancing asset value. The company operates over 3,000 workstations across 9 locations in Pune.

5. Ek Design Industries Limited, Unlisted Subsidiary has acquired 100% stake in ''Degwekar Industries Private Limited''.

Degwekar Industries Private Limited is in the same industry of Ek Design Industries Limited. This acquisition will help to expand market presence and improve our operations. We believe this move will bring significant benefits to our customers and stakeholders.

Except as above there were no material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

SIGNIFICANT EVENTS DURING THE YEAR

1. Conversion of Warrants into Equity Shares

The Company has converted all 6,23,000 outstanding warrants into Equity shares in a ratio of 1:1.

2. Raising of funds of Rs. 301.40 Cr. by issuance of Equity Shares on a private placement basis

During the financial year, the Company has raised fund of Rs. 301.40 Cr. by issuance of equity shares.

3. Split of Equity Share in a ratio of 1:5

With a view to enhance the liquidity of Equity Shares and to rationalize the capital structure of the Company, there was sub-division/ split of 1 (one) equity share of Face value Rs. 10/- (Rupees Ten only) into 5 Equity Shares of the face value of Rs. 2/- (Rupee Two only) based on the recommendation of Board of Directors of your Company.

4. The Group ventured into Furniture Manufacturing by incorporating subsidiary called ''Ek Design Industries Limited''

5. Filed Application with Regulatory Authorities for Merger of Whitehills Interior Limited with EFC (I) Limited

6. Increase in the Authorized Share Capital of the Company:

The Company has increased its authorized share capital to Rs. 15 Cr.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of section 186 of the Companies Act, 2013, are disclosed in Balance Sheet and Notes to Balance Sheet as part of Financial Statements.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Company''s capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Company''s operating environment and they emerge on a regular basis. The Company''s Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed. The Board has a duly constituted Risk Management Committee of Directors.

The Company is well aware of the above risks and as part of business strategy has a robust risk management framework to identify, evaluate and mitigate business risks with timely action. This framework seeks to enable growth, create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage by undertaking effective steps to manage risks.

The Board approved Risk Management policy has been put in place, which is reviewed periodically, to establish appropriate system and procedures to mitigate all risks faced by the Company.

The Risk Management policy of the Company is available on the website at https://www.efclimited.in/policies.html

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business carried on by the Company during the year under review.

CAPITAL STRUCTURE Authorized Share Capital

The Company has Authorized Share Capital of Rs. 15 Cr.

Paid-up Share Capital

The Company has Paid-up Share Capital of Rs. 9.95 Cr.

Also, during the year under review, the Company had neither issued any equity shares with differential rights as to dividend, voting rights or otherwise nor had issued sweat equity shares to its directors or employees

SHARE WARRANTS

As on March 31, 2024, there were no outstanding share warrants of the Company

DIRECTORS AND KEY MANAGERIAL PERSON

The Board composition, as on March 31, 2024, was as under:

Name of the Director	Category of Directorship in the Company
Mr. Umesh Kumar Sahay	Executive Director, Managing Director
Mr. Abhishek Narbaria	Executive Director, Whole-time director
Mr. Nikhil Dilipbhai Bhuta	Executive Director, Whole-time director
Mr. Rajesh Chandrakant Vaishnav	Non-Executive, Independent Director
Ms. Gayathri Shrinivasan Iyer	Non-Executive, Independent Director
Mr. Mangina Srinivas Rao	Non-Executive, Independent Director

There were no changes which took place on the Board of the Company during the year.

Other details of the Directors on the Board such as:

I. the number of other Directorships, Committee Chairmanships/ Memberships held by the Directors in other Companies;

II. names of other Equity Listed Companies (in any), where the Directors of the Company hold directorships, along with the category of such Directorships, are disclosed in the ''Corporate Governance Report'' of the Company for the year under review, which forms part of the Annual Report separately

Further, details with respect to the meetings of the Board, its committees and remuneration of Directors etc. are disclosed in the ''Corporate Governance Report'' of the Company for the year under review, which forms part of the Annual Report separately.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors has not reported any frauds under sub-section (12) of section 143 other than those which are reportable to the central government.

DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount of principal or interest on public deposits was outstanding as of the Balance Sheet date.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

During the year, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to Financial Statements. It has laid down certain guidelines, policies, processes and structures which are commensurate with the nature, size, complexity of operations and the business processes followed by the Company. These controls enable and ensure the systematic and efficient conduct of the Company''s business, protection of assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting and financial records.

INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a gender neutral Anti-Sexual Harassment Policy which aims to provide an environment, which is free of discrimination, intimidation and abuse. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaints were received from employees in this regard.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No application made or no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

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

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of onetime settlement with any Bank or Financial Institution, during the year under review.

RELATED PARTY TRANSACTIONS/ DISCLOSURE

Hence, in accordance of proviso four of sub-section (1) of section 188 of the Companies Act, 2013, the sub-section (1) of section 188 of the Companies Act, 2013 is not applicable to our Company.

DIVIDEND

The Board of Directors of the Company, keeping in view the current financial position, has decided not to recommend any dividend for the Financial Year 2023-24.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company''s website under the web link https://www.efclimited.in/annual-return.html

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

Disclosure pursuant to Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the year.

Sl.

No.

Name

Designation

Remuneration

nature of employment, whether contractual or otherwise

qualifications and experience of the employee

date of commencement

age

last

employment

percentage of equity shares held

relative of any director or manager

Mr. Uday Tushar

Chief Financial

15,00,000

Regular

MBA Total Exp-

26.05.2022

Brantford

Nil

Vora

Officer

10 Years

Assets India

LLP

Mr. Aman Gupta

Company

12,19,200

Regular

FCS, LL.B,

20.10.2022

Company

Nil

Secretary &

M.Com;

Secretary

Compliance

Total Exp- 8.5

- Denim

Officer

Years

Developers

Limited

Raghvendra

Enterprise Sales

5,41,500

Regular

B.A.

17-Oct-2022

Realiable

Nil

Srivastava

& Acquisition -

Total Exp-

Group

North India

14years

Abhiti Tiwari

HRBP

5,11,529

Regular

MBA-HR

18-Dec-2023

Talent 500

Nil

Total Exp- 8

years

Rajdeep Kishor

Taxation

2,52,658

Regular

18-Dec-2023

MNRD &

Nil

Gajjar

Manager

Total Exp- 9

Associates

years

Pawan Kumar

Facility Manger -

2,00,874

Regular

MBA-Marketing

01-Jul-2023

Bigbasket

Nil

Technical

Total exp-8

years

Ayush Parashar

Network

1,15,310

Regular

Graduate

27-Nov-2023

Nil

Engineer

Pooja Gautam

Community

1,11,500

Regular

MBA-

11-Sep-2023

Prathyarth

Nil

Executive

HR&Finance

Services Ltd

Total Exp- 3.5

years

Deepika

Front Desk

1,04,800

Regular

Graduate

24-Jan-2023

Nil

Upadhyay

Executive

Suprit Kumar

Technical

89,606

Regular

Graduate

08-01-2024

Nil

Gupta

Executive

PARTICULARS OF REMUNERATION

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with 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 202324, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No.	Name of Director/ KMP and Designation	Remuneration of Director/ KMP for financial year 2022-23	% Increase/ (Decrease) in Remuneration in the Financial Year 2022-23	Ratio of remuneration of each Director/ to median remuneration of employees
1	Mr. Umesh Kumar Sahay, Managing Director	17,58,731	100%	7.76:1
2	Mr. Abhishek Narbaria, Whole-time Director	25,36,348	100%	11.18:1
3	Mr. Nikhil Dilipbhai Bhuta, Whole-time Director	32,53,418	100%	14.35:1
4	Mr. Rajesh Chandrakant Vaishnav, Independent Director	6,40,000	NA	2.82:1
5	Mr. Gayathri Srinivas Iyer, Independent Director	6,80,000	NA	3:1
6	Mr. Mangina Srinivas Rao, Independent Director	6,00,000	NA	2.64:1
7	Mr. Uday Tushar Vora	15,00,000	Nil	6.61:1
8	Mr. Aman Gupta	12,19,200	30%	5.37:1

(a) The median remuneration of employees of the Company during the financial year was Rs. 2,26,766 per year.

(b) There were 17 permanent employees on the rolls of Company as on March 31, 2024;

AUDITORS Statutory Auditor

At the 38th (Thirty-Eight) Annual General Meeting (''AGM''), held on September 30, 2022, M/s. Mehra Goel & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office for their first term of 5 (five) consecutive years commencing from the conclusion of 38th (Thirty-Eight) AGM till the conclusion of 43rd (Forty Third) AGM of the Company to be held in the financial year 2027.

EXPLAINATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITOR IN ITS REPORT

The Statutory Auditor has not made any qualification, reservation or adverse remark or disclaimer in its report.

Secretarial Auditor

Mr. Chirag Sachapara, Proprietor of M/s. Sachapara & Associates., Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2023-24, as required under Section 204 of the Act and Rules framed thereunder. The Secretarial Audit Report for the Financial Year 2023-24 forms part of this report as Annexure-1.

EXPLAINATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL AUDIT REPORT

Point-wise explanation or comment on qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor in its report is as follows:

Observation

Explanation

The Company has filed Form MGT-14 for resolution passed under section 179(3) of the Companies Act, 2013 for the Credit facility as co-borrower after the period under review with additional fees of Rs. 7200/-as on August 20, 2024.

Response to Observation: We acknowledge the remark regarding the delay in filing of Form MGT-14 and the resulting additional fee of Rs. 7,200.

Reason for Delay: The delay in filing was unintentional, and we regret the oversight may have caused. The Company has since rectified the issue by submitting the form and paying the requisite additional fee.

Action Taken: We have taken note of this situation and will closely monitor such issues in the future to ensure timely compliance with regulatory deadlines.

The Secretarial Audit report of the Material Subsidiary Company i.e. EFC Limited is annexed herewith as Annexure-2 to the Report. Point-wise explanation or comment on qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor in its report is as follows:

Observation

Explanation

1. The Company has filed Form AOC-4 XBRL vide SRN: F80043128 for the financial year 2022-23 with additional fees of Rs. 1300/-.

2. The Company has filed Form MGT-14 vide SRN: AA8397257 for filing of Board resolution for availing credit facility with additional fees of Rs. 7200/-.

3. The Company has filed Form MGT-6 vide SRN: F91439067 with additional fees of Rs. 1200/-.

4. The Company has filed Form CHG-1 vide SRN: AA5880252 for creation of charge with additional fees of Rs. 3600/-.

5. The Company has filed Form CHG-1 vide SRN: AA6013328 for creation of charge with additional fees of Rs. 3600/-.

6. The Company has filed Form CHG-4 vide SRN: AA7560090 for satisfaction of charge with additional fees of Rs. 6000/-.

7 The Company has filed Form CHG-4 vide SRN: AA7632375 for satisfaction of charge with additional fees of Rs. 3600/-.

Response to Observation: We acknowledge the remark regarding the delay in filing of the certain forms and the resulting additional fees.

Action Taken: We have taken note of this situation and will closely monitor such issues in the future to ensure timely compliance with regulatory deadlines.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Act, that he/ she meets the criteria of independence laid down in Section 149(6) of the Act and under the Listing Regulations.

Based on the annual confirmations received from the Independent Directors, in terms of Regulation 25(9) of the Listing Regulations, the Board is of the opinion that the Independent Directors fulfil the criteria of Independence as specified under Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations and are Independent of the management.

Further, the Board members are satisfied with regard to integrity, expertise, experience and proficiency of the Independent Directors of the Company

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Board has adopted the Nomination and Remuneration Policy of the Company pursuant to the provisions of Section 178(3) of the Act and the Listing Regulations. The Policy includes laying down criteria for identifying persons who are qualified to become Directors, Key Managerial Personnel (''KMP''), Senior Management Personnel and Other Employees of the Company, laying down criteria to carry out evaluation of every Director''s performance, determining the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMPs, Senior Management Personnel and Other Employees to work towards the long term growth and success of the Company.

The Nomination and Remuneration Policy of the Company is available on the Company''s website under the web link: www.efclimited.in

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

Your Company has no activity requiring conservation of energy or technology absorption; hence particulars of statement under Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 for conservation of energy and technology absorption are not applicable to your Company.

Foreign exchange earnings and Outgo-

With regard to foreign exchange earnings and outgo for the current year 2023-24 the position is as under:

Particulars	Financial year ended
Particulars	31 March 2024 31 March 2023

Income in foreign currency	NIL	NIL
Expenditure in foreign currency	NIL	NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The prerequisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not apply to the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on the end of financial year, details of subsidiaries, joint ventures and associate companies is as follows:

Sr. No.	Name of Entity	Relation
1	EFC Limited	Wholly-owned Subsidiary
2	Whitehills Interior Limited	Subsidiary
3	EFC Tech Space Private Limited	Step-down Subsidiary
4	Ek Design Industries Limited*	Subsidiary

A separate statement containing the salient features of financial statements of subsidiaries/joint venture/associate companies of the Company in the prescribed Form AOC - 1 in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 forms part of this Annual Report.

The said Form also highlights the financial performance of each of the subsidiaries included in the Consolidated Financial Statements (CFS) of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the financial statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the Annual General Meeting of the Company i. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company.

The financial statements including the CFS, and all other documents required to be attached to this report have been uploaded on the website of the Company at https://www. efclimited.in/investor-relation.html

OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTOR

In the opinion of the Board all the Independent Directors including Independent Directors appointed during the year, if any, are person of integrity and has expertise and experience in relevant field. Further, all the independent directors has cleared proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of performance of the board, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

MAINTAINANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

DISCLOSURE ON AUDIT COMMITTEE

Composition of Audit Committee under section 177 of the Companies Act, 2013 is as follows:

Name	Designation
Ms. Gayathri Srinivasan Iyer	Chairperson
Mr. Rajesh Chandrakant Vaishnav	Member
Mr. Nikhil Dilipbhai Bhuta	Member
Mr. Mangina Srinivas Rao	Member

DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of sub-section (5) of section 134

of the Companies Act, 2013 the Board hereby state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate counting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) 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.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report pursuant to Part C of Schedule V of

Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 is attached to this

report as Annexure-3.

COMPLIANCE CERTIFICATE BY CHIEF OFFICER

Compliance Certificate by Chief Financial Officer pursuant to regulation 17(8) and Part B of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-4.

DECLARATION AFFIRMING COMPLIANCE OF CODE OFCONDUCT

The Company has received confirmations from all the Board of Directors as well as Senior Management Executives regarding compliance of the Code of Conduct during the year under review. A declaration by the Chief Financial Officer affirming compliance of Board Members and Senior Management Personnel to the Code is attached to this report as Annexure-5.

COMPLIANCE CERTIFICATE BY PRACTISING COMPANY SECRETARY

Compliance Certificate regarding compliance of conditions of Corporate Governance by Practicing Company Secretary pursuant to Part E of Schedule V of Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-6.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is part of the Annual Report.

On Behalf of the Board of Directors For EFC (I) Limited

Umesh Kumar Sahay

Chairman and Managing Director (DIN: 01733060)

Date: September 3, 2024 Place: Pune

Mar 31, 2023

Directors Report

Dear Members,

The Board of Directors ("Board") of EFC (I) Limited ("Company") with immense pleasure
present their report on the business and operations of your Company for the financial year
2022-23. This Report is being presented along with the audited financial statements for the
year.

FINANCIAL HIGHLIGHTS

The financial summary on standalone basis for year ended is as follows:

	For the current yearended 31^st March, 2023	For the previous year ended 31^st March, 2022
Revenue from operations	699.50	-
Other Income	3.73	10.59
Total Income	703.23	10.59
Expenditure	594.72	8.86
Profit / (Loss) for the year Before Tax	108.51	1.91
Less: Provision for Taxation	59.42	0.65
Net Profit/(Loss) After tax	49.09	1.26

The financial summary on consolidated basis for year ended is
as follows:

	For the current year ended 31^st March, 2023	For the previous year ended 31^st March, 2022
Revenue from operations	10,321.35	-
Other Income	84.52	10.59
Total Income	10,405.87	10.59
Expenditure	9,687.01	8.68
Profit / (Loss) for the year Before Tax	718.86	1.91
Less: Provision for Taxation	332.61	0.65
Net Profit/(Loss) After tax	386.25	1.26

NUMBER OF MEETINGS OF THE BOARD

During the year, 21 meetings of the Board were held. Details of the meetings are given
in Corporate Governance Report.

STATE OF COMPANY''S AFFAIRS(a) Based on Standalone financials

During the year under review, the Company has achieved turnover of Rs. 699.50 Lakh as
against no turnover in the previous year. After deducting total expenditure aggregating
to Rs. 594.72 Lakh, the Company has earned profit after tax of Rs. 49.09 Lakh as against
profit of Rs. 1.26 Lakh of the previous year.

(b) Based on Consolidated financials

During the year under review, the Company has achieved turnover of Rs. 10,321.35 Lakh as
against no turnover in the previous year. After deducting total expenditure aggregating to
Rs. 9,687.01 Lakh, the Company has earned profit after tax of Rs. 386.25 Lakh as against
profit of Rs. 1.26 Lakh of the previous year.

THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

The amount which is carried to any reserves, if any, is duly disclosed in Balance Sheet and
Notes to Balance Sheet as part of Financial Statements.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statement relate on
the date of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of section 186 of the
Companies Act, 2013, are disclosed in Balance Sheet and Notes to Balance Sheet as part of
Financial Statements.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk
threatening the Company''s existence are very minimal.

CHANGE IN THE NATURE OF BUSINESS

In the FY 2022-23, the Company has changed its object clause, the new object of the
Company is as follows:

1. To carry on business of developing, buying, selling or renting out serviced and
virtual office space, meeting rooms, office equipment, storage facilities, software
development centers, network infrastructure, business executive suites, furnished
meeting space and any other infrastructure projects including software parks,
health care centers etc.

2. To carry on business of software development, web site development, training,
exporting, importing, buying, selling, distributing or otherwise deal in any other
manner in computer software, computer programming, system software, data
processing, data entry data warehousing, systems, software procedures, peripheral
products, to commercialize the results in the areas of software engineering,
generating technology, software development, and methodology.

DIRECTORS AND KEY MANAGERIAL PERSON

Following changes took place on the board of the company during
the year:

Name	Designation	Appointment/Cessation/Change in Designation	Date
Mr. Umesh Kumar Sahay	Additional Director	Appointment	06-05-2022
Mr. Anish Shah	Managing Director	Cessation	26-05-2022
Mr. Keyur J Parikh	Independent Director	Cessation	26-05-2022
Ms. Aashini Anish Parikh	Non Executive Director	Cessation	26-05-2022
Mr. Jainik Girishchandra Shah	Independent Director	Cessation	26-05-2022
Mr. Sohit Kumar Mehta	Company Secretary	Cessation	26-05-2022
Mr. Abhishek Narbaria	Additional Director	Appointment	26-05-2022
Mr. Nikhil Dilipbhai Bhuta	Additional Independent Director	Appointment	26-05-2022
Ms. Gayathri Srinivasan Iyer	Additional Independent Director	Appointment	26-05-2022
Mr. Uday Tushar Vora	Chief Financial Officer	Appointment	26-05-2022
Ms. Rupal Pankaj Dedhia	Company Secretary & Compliance Officer	Appointment	27-05-2022
Mr. Umesh Kumar Sahay	Managing Director	Change in Designation	01-07-2022
Mr. Abhishek Narbaria	Whole-time Director	Change in Designation	01-07-2022
Mr. Abhishek Narbaria	Director	Change in Designation	16-07-2022
Mr. Umesh Kumar Sahay	Director	Change in Designation	16-07-2022
Mr. Nikhil Dilipbhai Bhuta	Independent Director	Change in Designation	16-07-2022
Ms. Gayathri Srinivasan Iyer	Independent Director	Change in Designation	16-07-2022
Mr. Rajesh Chandrakant Vaishnav	Additional Independent Director	Appointment	13-08-2022
Mr. Rajesh Chandrakant Vaishnav	Independent Director	Change in Designation	30-09-2022
Mr. Nikhil Dilipbhai Bhuta	Whole-time Director	Change in Designation	30-09-2022
Ms. Rupal Pankaj Dedhia	Company Secretary & Compliance Officer	Cessation	19-10-2022
Mr. Aman Kumar Gupta	Com pany Secretary & Compliance Officer	Appointment	20-10-2022
Mr. Mangina Srinivas Rao	Additional Independent Director	Appointment	26-12-2022

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

The Auditors has not reported any frauds under sub-section (12) of section 143 other than
those which are reportable to the central government.

DEPOSITS

The company has not accepted any deposit during the financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN
FUTURE

During the year, no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company''s operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal financial controls to ensure
that all assets are safeguarded and protected against loss from unauthorized use or
disposition, and that transactions are authorized, recorded, and reported correctly. The
internal control system is supplemented by extensive programme of audit, review by
management, and documented policies, guidelines and procedures.

INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

The company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No application made or no any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year.

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 disclosure is not applicable on the Company.

RELATED PARTY TRANSACTIONS/ DISCLOSURE

The Company has not entered into any related party transaction as provided in sub-section
(1) of section 188 of the Companies Act, 2013 which is not in its ordinary course of business
or not on arms length basis. Hence, in accordance of proviso four of sub-section (1) of
section 188 of the Companies Act, 2013, the sub-section (1) of section 188 of the
Companies Act, 2013 is not applicable for the financial year.

DIVIDEND

The Board regrets to declare any dividend.

WEBADDRESS

The copy of Annual Return referred to in sub-section (3) of section 92 of the Companies
Act, 2013 is placed on website of the Company. The web-link of the Annual Return is
https://www.efclimited.in/Investor-relation.html

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

Disclosure pursuant to Rule 5 (2) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 during the year.

Sl.No.	Name	Designation	Remuneration	nature of employment, whether contractual or otherwise	qualifications and experience of the employee	date of commencement	age	last employment	percentage of equity shares held	relative of any director or manager
1	Mr. Uday Tushar Vora	Chief Financial Officer	11,25,200	Regular	MBA	26.05.2022	34	Brantford Assets India LLP	Nil	No
2	Mr. Aman Kumar Gupta	Company Secretary & Complian ce Officer	4,83,677	Regular	FCS, LL.B, M.Com; 7.5 Years	20.10.2022	29	Company Secreta ry - Denim Developers Limited	Nil	No
3	Ms. Rupal Pankaj Dedhia	Company Secretary & Complian ce Officer	94,693	Regular	CS	27.05.2022	33	-	Nil	No
4	Mr. Sohit Kumar Mehta	Company Secretary & Complian ce Officer	18,667	Regular	CS	15.09.2014	35	-	Nil	No

PARTICULARS OF REMUNERATION

Details pertaining to remuneration as required under section 197(12) of the Companies Act,
2013 read with 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 2022-23, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the financial
year 2022-23 and the comparison of remuneration of each Key Managerial Personnel
(KMP) against the performance of the Company are as under:

Sr. No.	Name of Director/ KMP and Designation	Remuneration of Director/KMP for financial year 2022-23	% Increase/ (Decrease) in Remuneration in the Financial Year 2022-23	Ratio of remuneration of each Director/ to median remuneration of employees
1	Mr. Uday Tushar Vora	11,25,200	NA	NA
2	Mr. Aman Kumar Gupta	4,83,677	NA	NA
3	Ms. Rupal Pankaj Dedhia	94,693	NA	NA
4	Mr. Sohit Kumar Mehta	18,667	Nil	NA

(a) The median remuneration of employees of the Company during the financial year
was Rs. 59,847 per month or Rs. 7,18,161 per year, calculated on the basis of monthly
salary, as employees worked for part of the year.

(b) In the financial year, there was no increase in the median remuneration of
employees;

2023;

(d) In the Financial year, no increment made in the salaries of employees including
managerial personnel. Hence, the comparison between percentile increase in the
managerial remuneration and percentile increase in the salaries of employees and
their justification is not applicable.

EXPLAINATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION
OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITOR IN ITS REPORT

The Statutory Auditor has not made any qualification, reservation or adverse remark or
disclaimer in its report.

EXPLAINATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION
OR ADVERSE REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE
IN ITS SECRETARIAL AUDIT REPORT

The Secretarial Audit report of the Company is annexed herewith as Annexure-1 to the
Report. Point- wise explanation or comment on qualification, reservation or adverse remark
or disclaimer made by the Secretarial Auditor in its report is as follows:

qualification, reservation or adverse remark or disclaimer	explanation or comment
The company has filed form MGT-14 for appointment of internal Auditors with the delay of 280 days under rule 8 of section 179 (3) read with section 117 (3) of Companies Act, 2013	The Company has taken over by new promoters, management during the financial year 2022-23. The Company has also acquired 100% shareholding of EFC Limited by SWAP of shares during the financial year 2022-23. As the process of subsidiarization, SWAP of Shares and Change in Management were taking place at that time, hence, Form MGT-14 which are required to file with Registrar of Companies/ Ministry of Corporate Affairs got delayed. However, the management of the Company has filed all the applicable returns with the concerned authority and no return is pending for filing. The management will take utmost care in this regard, so such incidence will not happen in future.
The Company has entered related party transaction of Rs. 1.70 Lakhs with Brantford Limited but approval of members yet to be taken according to provision of regulation 23(4) of SEBI (Listing obligation and Disclosure requirement) Regulation, 2015.	The Company has taken approval for related party transactions including transaction with Brantford limited through Postal Ballot on July 15, 2023.
The Company is under process of filing FC-GPR return on FDI received on allotment of 1,50,000 equity shares (by way of swap of shares) made on August 18, 2022 to NAV Capital Emerging Star Fund and allotment of 1,65,000 & 20,000 Equity Shares (by way of conversion of warrants) made on September 10, 2022 & December 13, 2022 to Aegis Investment Fund, PCC & Mr. Vineet Arora respectively under preferential issue approved by Members on July 16, 2022 (EGM) because of FIRC and KYC of Investors are not yet received from Axis Bank (AD bank).	The delay is happened due to delay in receipt of FIRC and KYC of Investors from the bank, the Company is in process to obtain the same at earliest and will file FC-GPR return.

The Secretarial Audit report of the Material Subsidiary Company i.e. EFC Limited is annexed
herewith as Annexure-2 to the Report. Point-wise explanation or comment on qualification,
reservation or adverse remark or disclaimer made by the Secretarial Auditor in its report is
as follows:

qualification, reservation or adverse remark or disclaimer	explanation or comment
The company has filed form AOC-4 for filing of financial statement and other documents with the Registrar with the delay of 12 days under section 137 of the Companies Act, 2013 and sub-rule (1) of Rule 12 of Companies	EFC Limited has become wholly- owned subsidiary of EFC (I) Limited (formerly known as Amani Trading and Exports Limited) during the financial year 2022-23.

(Accounts) Rules, 2014.	As the process of subsidiarization, SWAP of Shares and Change in Management were taking place at that time, hence, some of returns which are required to file with Registrar of Companies/ Ministry of Corporate Affairs got delayed by few days. However, the management of the Company has filed all the applicable returns with the concerned authority and no return is pending for filing. The management will take utmost care in this regard, so such incidence will not happen in future.
The company has filed form AOC-4 CFS for filing of consolidated financial statement and other documents with the Registrar with the delay of 13 days under section 137 of the Companies Act, 2013 and Rule 12 of Companies (Accounts) Rules, 2014.
The company has filed form MGT-14 relating to Board Resolution for approval of Standalone and Consolidated financial statements and Boards'' report for the financial year 2021-22 with the delay of 1 day under section 179 (3) read with section 117 (3) of Companies Act, 2013.
The company has filed form SH-7 for Redemption of redeemable preference shares with the delay of 25 days under section 64(1) of Companies Act, 2013 read with rule 9 of the Companies (Share Capital and Debentures) Rules, 2014.
The Company was under process of dematerialization of entire holding of promoters during it has issued 12,500 Equity shares on 12th May, 2022 on private placement basis.	As mentioned above, process of subsidiarization, SWAP of Shares and Change in Management were taking place at that time the dematerialization of promoter holding got delayed. However, all share of the Company are now in demat form only.
The Company is under process of filing FC-GPR return on FDI received on allotment of 1,875 equity shares made on June 10, 2022 to NAV Capital VCC - NAV Capital Emerging Star Fund under Private Placement approved by Members on May 16, 2022 (EGM) because of mismatch in the name of Allottee in the FIRC and Special Resolution.	The delay is happened due to mismatch in the name of Allottee in the FIRC and Special Resolution, the Company is in process of filing FC- GPR return.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director under
sub-section (7) of section 149 of the Companies Act, 2013 that they meets the criteria of
independence as provided in sub-section (6) of section 149 of the Companies Act, 2013.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The policy on director''s 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 available on web-link www.efclimited.in

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

Consider the business activities of the Company the requirement relating to providing the
particulars relating to conservation of energy and technology absorption stipulated in Rule
8 of the Companies (Accounts) Rules 2014 required to be furnished under section 134
(3)(m) of the Companies Act, 2013 is not applicable. Particulars of foreign currency
earnings and outgo during the year are Nil.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable to the Company for financial year 2022Â¬
23.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on the end of financial year, details of subsidiaries, joint ventures and associate
companies is as follows:

Sr. No.	Name of Entity	Relation
1	EFC Limited*	Subsidiary
2	Whitehills Interior Limited*	Subsidiary
3	EFC Tech Space Private Limited*	Step-down Subsidiary
4	Rubic Tech Space LLP*	Step-down Associate
6	M/s Monarch Workspace*	Step-down Associate

*Become subsidiaries, joint ventures and associate during the year.

The particulars of subsidiaries, joint ventures and associate companies are furnished in
Form AOC-1 forms part of Consolidated Financial Statements in compliance with Section
129 and other applicable provisions, if any, of the Companies Act, 2013.

OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
OF THE INDEPENDENT DIRECTOR

In the opinion of the Board all the Independent Directors including Independent Directors
appointed during the year, if any, are person of integrity and has expertise and experience
in relevant field. Further, all the independent directors has cleared proficiency selfÂ¬
assessment test conducted by the Indian Institute of Corporate Affairs.

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of
performance of the board, its committees and individual directors. The result of the
evaluation is satisfactory and adequate and meets the requirement of the Company.

MAINTAINANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013.

DISCLOSURE ON AUDIT COMMITTEE

Composition of Audit Committee under section 177 of the Companies Act, 2013 is as follows:

Name	Designation
Ms. Gayathri Srinivasan Iyer	Chairperson
Mr. Rajesh Chandrakant Vaishnav	Member
Mr. Nikhil Dilipbhai Bhuta	Member

DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of sub-section (5) of section 134 of the Companies Act, 2013
the Board hereby state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and of
the profit and loss of the

company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate
counting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively; and

(f) 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.
CORPORATE GOVERNANCE REPORT

Corporate Governance Report pursuant to Part C of Schedule V of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached
to this report as Annexure-3

COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER

Compliance Certificate by Chief Financial Officer pursuant to regulation 17(8) and Part B of
Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached to this report as Annexure-4

DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT

The Company has received confirmations from all the Board of Directors as well as
Senior Management Executives regarding compliance of the Code of Conduct during
the year under review. A declaration by the Chief Financial Officer affirming compliance
of Board Members and Senior Management Personnel to the Code is attached to this
report as Annexure-5

COMPLIANCE CERTIFICATE BY PRACTISING COMPANY SECRETARY

Compliance Certificate regarding compliance of conditions of Corporate Governance by
Practicing Company Secretary pursuant to Part E of Schedule V of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is attached to this report as Annexure-6

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is part of the Annual Report.

On Behalf of the Board of
Directors For EFC (I) Limited

Umesh Kumar Sahay
Chairman and Managing
Director (DIN: 01733060)

Date: September 5, 2023
Place: Pune

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Annual Accounts forthe Financial Year ended on 31st March, 2014.

FINANCIAL RESULTS:-

Your company''s performance during financial year 2013-2014 is summarized below:-

Particulars 2015 2014 2012-2013 (Rupees)- (Rupees)

Profit before Depreciation & Tax 7.81.284 7,51,715

Less: Depreciation

Profit before Tax 7.81.284 7.51.715

Less: Provision for Taxation

(a) Current Tax 2.24.000 2,21,000

(b) Deferred Tax Liability (credit) - 809

Profit after Tax 5.39.284 5,29,906

Add: Balance brought forward from previous year 63.39.558 58.09.652

Balance carried to Balance Sheet 68.78.842 63,39,558

DIVIDEND:-

In view of requirement of surplus funds for future business activities, your Directors do. not recommend any Dividend on Equity Shares for the year ended on 31st March, 2014.

OPERATIONS:-

During the year under review your company has continued its activity of trading in cotton fabrics. Inspite of severe competition and pressure on margin, the Company was able to post a higher turnover of Rs.300.45 Lacs as compared to Rs.295.05 Lacs in previous year. The company posted net profit of Rs.5.39 Lacs in the current

year as compared to Rs.5.30 Lacs in previous year. Your directors are putting in their best efforts to improve the performance of the Company in the coming years.

LISTING AGREEMENT:-

The Equity Shares of the Company are listed on stock exchanges at Ahmedabad and Mumbai. The Company has already paid listing fees to both the exchanges.

DIRECTORS:-

Shri Anish A. Shah has been appointed as a Managing Director of the Company with effect from 01.06.2014 for a period of three (03) years without any remuneration.

In compliance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013, the appointment of Mr. Keyur J. Parikh and Mr. Mayur J. Parikh has Independent Directors is being placed for approval of the Members at the . ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:-

Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis of. the information placed before them, the Directors confirm that:

i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

ii) 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 at 31st March, 2014 and of the profit of the Company for the said year;

a) proper and sufficient care has been taken for the maintenance of adequate

accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud arid other irregularities; ,

b) the Annual Accounts have been prepared on a going concern basis.

AUDITORS:-

Dhirubhai Shah & Doshi, Chartered Accountants, (earlier known as Dhirubhai Shah & Co,) Ahmedabad. (Firm Registration No. 102511W) retires at the ensuing Annual General Meeting and being eligible for re-appointment have indicated their willingness to act as such. You are requested to reappoint them as Statutory Â Auditors to hold the office till the conclusion of next Annual General Meeting and fix their remuneration. .

SECRETARIAL AUDIT:-

The Secretarial Compliance Report pursuant to Section 383A of the Companies Act, 1956, forming part of this annual report is attached herewith.

AUDIT COMMITTEE:-

With effect from 01.04.2014 under Section 177 of the Companies Act, 2013, every listed company is required to form an Audit Committee consisting minimum of 03 Directors with Independent Directors forming majority. To comply with the same, the Board of Directors at their meeting held on 29th May, 2014 has constituted an Audit Committee comprising of three Directors viz; Mr. Keyur Parjkh, Mr. Mayur Parikh and Mr. Anish Shah. Mr. Keyur Parikh is the Chairman of Audit Committee.

PARTICULARS REGARDING EMPLOYEES:-

The Company does not have any employee covered under the provision of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975. .

INFORMATION REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:-

Your Company is not engaged in any manufacturing activity and as such has no particulars to disclose under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, .1988, as regards conservation of energy and technology absorption. Further, during the year under review, your company has " neither earned nor made any payment in foreign exchange. .

DEPOSITS:-

During the year under review, the Company has not accepted any deposits from the public.,

ACKNOWLEDGMENTS:-

Your Directors would like to thank its employees for rendering diligent services to the Company.

Your Directors would take this opportunity to express their gratitude to the customers, vendors, investors and Banks for their continued support. Your Directors would also like to thank statutory authorities for their support and look forward to their continued support and guidance in future.

Regd. Office: 32, Milpnpark Society, For and on Behalf of the Board Nr. Jawahar Chowk, Maninagar, Ahmedabad - 380 008 E Mail - [email protected] Ph.:-079-25462907 Director

Date:29.05.2014 Place: Ahmedabad

Mar 31, 2013

The directors have pleasure in presenting, the twenty ninth annual report together with audited annual accounts for the financial year ended on 31st March, 2013.

FINANCIAL RESULTS

Your company''s performance during financial year 2012-2013 is summarised below:

2012-2013 2012-2011 Rs. Rs.

Profit before depreciation and tax 7,51,715 6,18,552

Less: Depreciation Nil Nil

Profit before tax 7,51,715 6,18,552

Less/Add : Provision for taxation

(a) Current tax 2,21,000 1,95,000

(b) Deferred tax liability (credit) 809 (1,612)

Profit after tax 5,29,906 4,25,164

Add: Balance brought forward from previous 58,09,652 53,84,488 year

Balance carried to Balance Sheet 63,39,558 58,09,652

DIVIDEND

In order to utilize the surplus for future business needs of the company, your directors do not recommend any dividend on equity shares for the year ended on 31st March, 2013.

OPERATIONS

During the year, under review, your company has continued its activity of trading in cotton fabrics. The sales turnover of the company declined to Rs.295.04 lacs as compared to Rs.301.27 lacs in previous year, due to tough competition amongst textile players. The company posted net profit of Rs.5.30 lacs as compared to Rs.4.25 lacs in previous year. Your directors are putting in their best efforts to continue the improve the performance of the company in the coming year.

LISTING AGREEMENT

The equity shares of the company are fisted on stock exchanges at Ahmedabad and Mumbai. The company has paid listing fees to both the stock exchanges.

DIRECTORS

At the ensuing annual general meeting Mr. Anish A. Shah, Director is to retire by rotation and being eligible offers himself for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 and on the basis of information placed before them the directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

(ii) 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 at March 31, 2013 and of the profit of the company for the said year;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS

Dhirubhai Shah & Company, Chartered Accountants, Ahmedabad, retire at the ensuing annual general meeting and being eligible for re-appointment, have indicated their willingness to act as such. You are requested to appoint them as statutory auditors to hold office till the conclusion of next annual general meeting and fix their remuneration.

SECRETARIAL AUDIT

The secretarial compliance report pursuant to section 383A of the Companies Act, 1956, forms part of this annual report and is attached herewith.

INFORMATION REGARDING CONSERVATION OF ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE

Your company is not engaged in any manufacturing activity and as such has no particulars to disclose under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as regards conservation of energy and technology absorption. Further, during the year under review, your company has neither earned nor made any payment in foreign exchange.

PARTICULARS REGARDING EMPLOYEES

The company does not have any employee covered under the provisions of section 217 (2A) of The Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

During the year under review, the company has not accepted any deposit from the public.

ACKNOWLEDGEMENTS

Your directors would like to thank ail its employees for rendering diligent services to the company.

Your directors would take this opportunity to express their gratitude to the customers, vendors, investors and banks for their continued support. Your directors would also like to thank statutory authorities for their support and look forward to their continued support and guidance in future.

PLACE : AHMEDABAD FOR AND ON BEHALF OF THE BOARD

DATE: 30/05/2013 CHAIRMAN

Mar 31, 2010

The directors have pleasure in presenting the twenty sixth annual report together with audited annual accounts for the financial year ended on 31st March, 2010.

FINANCIAL RESULTS

Your companys performance during financial year 2009-2010 is summarised below:

31/03/2010 31/03/2009 Rs. Rs.

Sales and other income 4,43,94,392 4,24,68,441

Profit before depreciation and tax 6,01,102 6,85,824

Less : Depreciation 2,627 96S

Profit before tax 5,98,475 6,84,859

Less: Provision for taxation 1,90,000 2,15,000

Provision for tax on fringe benefit tax - 470

Add: Excess provision of Income tax written 1,02,903 - back

Deferred tax - (298)

Profit after tax 5,11,378 4,69,687

Add : Balance brought forward from previous 44,45,108 39,75,421 year

Balance carried to Balance Sheet 49,56,486 44,45,108

DIVIDEND

In order to conserve the resources of the company for future business requirements, your directors do not recommend any dividend on equity shares for the year ended on 31st March, 2010.

OPERATIONS

During the year, under review, your company has continued its activity of trading in cotton fabrics. The company posted net profit of Rs.5.11 lacs as compared to net profit of Rs.4.69 lacs of previous year. Your directors are putting in their best efforts to further improve the performance of the company in the coming year.

AUDITORS REPORT

The observations in the auditors report are dealt with in notes forming part of accounts at the appropriate places and are self-explanatory.

LISTING AGREEMENT

The equity shares of the company are listed on stock exchanges at Ahmedabad and Mumbai. The company has paid listing fees to both the stock exchanges.

DIRECTORS

At the ensuing annual general meeting Mr. Keyur 3. Parikh, Director is to retire by rotation and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 and on the basis of information placed before them the directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

(ii) appropriate accounting policies have been selected and applied consistently, and the judgements 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 at March 31, 2010 and of the profit of the company for the said year;

(Hi) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company end for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS

The statutory auditors Dhirubhai Shah & Company, Chartered Accountants, Ahmedabad, retire at the ensuing annual general meeting and being eligible for re- appointment, have indicated their willingness to act as such. You are requested to appoint them as statutory auditors to hold office till the conclusion of next annual general meeting and fix their remuneration.

SECRETARIAL AUDIT

The secretarial compliance report pursuant to section 383A of the Companies Act, 1956, forms part of this annual report and is attached herewith.

INFORMATION REGARDING CONSERVATION oF ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE

Your company is not engaged in any manufacturing activity and as such has no particulars to disclose under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as regards conservation of energy and technology absorption. Further, during the year under review, your company has neither earned nor made any payment in foreign exchange.

PARTICULARS REGARDING EMPLOYEES

The company does not have any employee covered under the provisions of section 217 (2A) of The Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

During the year under review, the company has not accepted any deposit from the public. _

APPRECIATION

Your directors would like to thank all its employees for rendering diligent services to the company. The deep sense of belonging and hard work of the employees has enabled the company to face up to the challenges in the competitive environment.

ACKNOWLEDGEMENTS

Your directors would take this opportunity to express their gratitude to the customers, vendors, investors and banks for their continued support. Your directors would also like to thank statutory authorities for their support and look forward to their continued support and guidance in future.

PLACE : AHMEDABAD FOR AND ON BEHALF OF THE BOARD

DATE: 31/05/2010 CHAIRMAN

Mar 31, 2009

The directors have pleasure in presenting the twenty fifth annual report together with audited annual accounts for the financial year ended on 31st March, 2009.

FINANCIAL RESULTS

Your companys performance during financial year 2008-2009 is summarised below:

31/03/2009 31/03/2008 Rs. Rs.

Sales and other income 4,24,68,442 4,17,23,140

Profit before depreciation and tax 6,85,889 6,48,930

Less : Depreciation 965 1,152

Profit before tax 6,84,924 6,47,778

Add/Less: Provision for taxation 2,15,000 1,92,000

Provision for tax on fringe benefit tax 470 475 Deferred tax (298) (548)

Profit aftertax 4,69,752 4755,851

Add : Balance brought forward from previous 39,75,421 35,19,570 year

Balance carried to Balance Sheet 44,45,173 39,75,421

DIVIDEND

In order to conserve the resources of the company for future business activities envisaged by the company, your directors do not recommend any dividend on equity shares for the year ended on 31st March, 2009.

OPERATIONS

During the year, under review, your company has continued its activity of trading in cotton fabrics. The company posted marginal net profit of Rs.4.69 lacs as compared to net profit of Rs.4.55 lacs of previous year. Your directors are putting in their best efforts to improve the performance of the company in the coming year.

AUDITORS REPORT

The observations in the auditors report are dealt with in notes forming part of accounts at the appropriate places and are self-explanatory.

LISTING AGREEMENT

The equity shares of the company are listed on stock exchanges at Ahmedabad and Mumbai. The company has paid listing fees to both the stock exchanges.

DIRECTORS

At the ensuing annual general meeting Mr. Anish A. Shah, Director is to retire by rotation and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 and on the basis of information placed before them the directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

(ii) appropriate accounting policies have been selected and applied consistently, ami the judgements 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 at March 31, 2009 and of the profit of the company for the said year;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS

The retiring statutory auditors Dhirubhai Shah & Company, Chartered Accountants, Ahmedabad, retire at the ensuing annual general meeting and being eligible for re- appointment, have indicated their willingness to act as such. You are requested to appoint them as statutory auditors to hold office till the conclusion of next annual general meeting and fix their remuneration.

SECRETARIAL AUDIT

The secretaial compliance report pursuant to section 383A of the Companies Act, 1956, forms part of this annual report and is attached herewith.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Your company is not engaged in any manufacturing activity and as such has no particulars to disclose under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as regards conservation of energy and technology absorption. Further, during the year under review, your company has neither earned nor made any payment in foreign exchange.

PARTICULARS REGARDING EMPLOYEES

The company does not have any employee covered under the provisions of section 217 (2A) of The Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

During the year under review, the company has not accepted any deposit from the public.

APPRECIATION

Your directors would like to thank all its employees for rendering diligent services to the company. The deep sense of belonging and hard work of the employees has enabled the company to face up to the challenges in the competitive environment.

ACKNOWLEDGEMENTS

Your directors would take this opportunity to express their gratitude to the customers, vendors, investors and banks for their continued support. Your directors would also like to thank statutory authorities for their support and look forward to their continued support and guidance in future.

PLACE : AHMEDABAD FOR AND ON BEHALF OF THE BOARD

DATE: 30/06/2009 CHAIRMAN

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