IFL Enterprises Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the Sixteenth (16^th) Annual Report of your Company with the
Audited Financial Statements along with Auditor’s Report for the year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE (In Lakhs)

Particulars	Standalone		Consolidated
	Period ended 31.03.2025	Period ended 31.03.2024	Period ended 31.03.2025	Period ended 31.03.2024
Revenue from Operations	6848.16	824.14	12060.61	824.14
Other Income	259.01	131.75	261.03	167.66
Total Revenue	7107.17	955.89	12321.65	991.80
Expenses for the period	6716.86	815.22	11920.57	864.73
Profit/(Loss) before tax from continuing operations	390.31	140.67	401.08	127.07
Current Income Tax for the period	99.00	44.83	99.00	48.25
Deferred Tax	2.88	-4.17	2.88	(5.70)
Profit/(Loss) for the period	288.43	100.01	299.20	84.52
Earing Per Share (EPS) (Of Rs. 1/- each) Basic & Diluted	0.04	0.04	0.05	0.03

2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANY’S AFFAIRS:

Standalone

During the year under review, your Company has achieved Total revenue of INR 7107.17 Lakhs against
the Total Revenue of INR 955.89Lakhs in the Previous Year. During the year under review the
Company has profit of INR 288.43Lakhs as compared to profit of previous year of INR 100.01 Lakhs.
The management of the Company is putting their best efforts to improve the performance of the
Company.

Consolidated

During the year under review, your Company has achieved Total revenue of INR 12060.61 Lakhs
against the Total Revenue of INR 824.14 Lakhs in the Previous Year. During the year under review the
Company has profit of INR 299.20 Lakhs as compared to profit of previous year of INR 84.52 Lakhs.
The management of the Company is putting their best efforts to improve the performance of the
Company.

3. DIVIDEND

After considering the present circumstances holistically and keeping in view the need to conserve the
resources in the long run for future, the Board of Directors of the Company decided that it would be
prudent not to recommend any dividend for the year under review.

4. TRANSFER TO RESERVES

During the financial year under review, company has transferred Rs. 288.53 Lakhs to reserve of the
company.

5. CHANGES IN THE NATURE OF BUSINESS

During the year under review no changes in the nature of Business.

After the closing of the financial year, the Board of Directors, at its meeting held on Thursday, 31st
July, 2025, approved the proposal for alteration of the Object Clause of the Memorandum of
Association of the Company, subject to the approval of members at the ensuing Annual General
Meeting and other regulatory approvals as may be required.

The proposed additions to the main objects are as follows:

7. To carry on business of organic waste management, including collection, segregation,
treatment, and recycling of biodegradable waste into compost, bio-fertilizers, biogas, and other
eco-friendly products. The Company may establish and operate composting units, waste-to-
energy plants, and related infrastructure, and provide consultancy, training, and technical
services in waste management and recycling. It may also engage in research and development
of sustainable technologies and circular economy solutions.

8. To engage in the business of diversifying into environmentally sustainable sectors, including
but not limited to clean energy, green technologies, and resource recovery, through
investments, strategic partnerships, or promotion ofallied ventures. The Company may acquire
necessary assets, raise funds by way of equity, debt, grants, or carbon credits, and collaborate
with public and private stakeholders. It may undertake all activities incidental or conducive to
the achievement of these objectives.

The proposed additions are expected to provide the Company with new avenues for growth, align the
business with sustainability objectives, and create long-term value for shareholders.

6. MATERIAL CHANGES AND COMMITMENTS
Right Issue

During the year under review, the Board of Directors of the Company, in its meetings held on May 8,
2024, and subsequently revised on May 9, 2024, approved a Rights Issue of up to 49,52,69,896 (Forty-
Nine Crore Fifty-Two Lakh Sixty-Nine Thousand Eight Hundred Ninety-Six) fully paid-up equity
shares of face value ?1/- each at an issue price of ?1/- per share, aggregating to approximately
?4952.69 lakhs, on a rights basis to the eligible shareholders of the Company.

The Rights Issue was offered in the ratio of 198 (One Hundred Ninety-Eight) equity shares for every
100 (One Hundred) fully paid-up equity shares held by shareholders as on the record date, i.e.,
Friday, May 17, 2024.

The issue was made in accordance with applicable provisions of the Companies Act, 2013, SEBI
(ICDR) Regulations, 2018, and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The revised terms of the issue superseded the earlier terms approved on May 8, 2024.

Subsequently, the Company successfully completed the Rights Issue of equity shares as approved by
the Board. In its meeting held on July 1, 2024, the Board of Directors allotted 49,52,69,896 (Forty-
Nine Crore Fifty-Two Lakh Sixty-Nine Thousand Eight Hundred Ninety-Six) fully paid-up equity
shares of face value ?1/- each to the eligible shareholders, on a rights basis.

The shares were allotted at an issue price of ?1/- per share, aggregating to a total capital infusion of
?49.52 crores. The Rights Issue was offered in the ratio of 198 equity shares for every 100 fully paid-
up equity shares held as on the record date of May 17, 2024.

The allotted equity shares rank pari-passu with the existing equity shares of the Company in all
respects, including entitlement to dividends and other corporate benefits.

The statutory return of allotment in Form PAS-3 was filed with the Registrar of Companies on July 15,
2024, in compliance with the provisions of the Companies Act, 2013.

Bonus Issue

During the year under review, the Board of Directors of the Company, at its meeting held on August
8, 2024, approved a bonus issue of equity shares in the ratio of 1 (One) equity share of Re. 1/- each
for every 150 (One Hundred Fifty) existing equity shares of Re. 1/- each, held by shareholders as
on the record date,

The bonus shares issued out of the free reserves of the Company available as on March 31, 2024, and
will rank pari-passu in all respects with the existing equity shares. They shall carry the same rights
and entitlements, including participation in dividend and other corporate actions declared post¬
allotment.

The Company has made all requisite disclosures under Regulation 30 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, read with applicable SEBI circulars. No fractional
shares shall be issued under the bonus issue.

Pursuant to the shareholders'' approval obtained at the Annual General Meeting held on September 12,
2024, and in accordance with applicable provisions of the Companies Act, 2013, SEBI (LODR)
Regulations, 2015, and other relevant regulations, the Board of Directors, at its meeting held on
September 24, 2024, allotted 49,17,957 (Forty-Nine Lakh Seventeen Thousand Nine Hundred and
Fifty-Seven) equity shares of face value ?1/- each as fully paid-up bonus shares, in the ratio of 1
(One) equity share for every 150 (One Hundred Fifty) existing equity shares held, as on the record
date, i.e., September 21, 2024.

Post allotment, the paid-up equity share capital of the Company increased from ?74,54,06,207/-
comprising 74,54,06,207 equity shares of ?1/- each to ?75,03,24,164/- comprising 75,03,24,164
equity shares of ?1/- each.

Necessary corporate actions have been initiated for crediting the shares to the respective demat
accounts, and listing approvals are being sought from the stock exchange. The Company has also filed
the necessary statutory return of allotment (Form PAS-3) with the Registrar of Companies.

Right Issue (After Closure of Financial Year)

The Board of Directors of the Company, in its meeting held on December 30, 2024, approved the
proposal for a Rights Issue. Subsequently, BSE Limited granted its in-principle approval vide letter no.
LOD/RIGHT/KS/FIP/213/2025-26 dated May 19, 2025. Thereafter, in its meeting held on June 9, 2025,
the Board approved the detailed terms of the Rights Issue.

Under this Rights Issue, the Company proposed to raise up to ^49.15 crores by offering 49,14,76,620
fully paid-up equity shares of face value ?1/- each at an issue price of ?1/- per share. The Rights Issue
was offered in the ratio of 60 equity shares for every 91 fully paid-up equity shares held as on the record
date of June 13, 2025.

The Rights Issue opened on June 19, 2025, and closed on June 30, 2025, with the last date for on-
market renunciation of rights entitlements being June 24, 2025.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors and the
reviews performed by management and the relevant board committees, including the audit committee,
the board is of the opinion that the Company’s internal financial controls were adequate and effective
during the financial year 2024-25. The details in respect of internal financial control and their adequacy
are included in the Management Discussion & Analysis, which forms part of this report.

8. PUBLIC DEPOSITS

During the year under review, The Company has not accepted any deposits from public and as such,
no amount on account of principal or interest on deposits from public was outstanding as on the date of
the March 31, 2025.

9. AUDITORS

a) STATUTORY AUDITOR

M/s Parin Patwari & Co., Chartered Accountants (ICAI) Firm Registration Number: 154571W) were
appointed as the Statutory Auditors of your Company at the 15th AGM held on 12-09-2025, for the
second term of five years till the conclusion of 20th Annual General Meeting (AGM) of your Company
to be held in the year 2029.

The M/s Parin Patwari & Co., Chartered Accountants (ICAI) Firm Registration Number: 154571W)
Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and
are eligible to hold office as Statutory Auditors of your Company.

Auditor’s Report

The auditor report cotains qualified opinions of by auditor which is given below
Standalone

Basis for Qualified Opinion

i. The Company has granted and received unsecured loans without charging any interest.
Further, formal loan agreements and confirmations from the respective parties were not
made available for audit verification.

ii. The input tax credit claimed under the Goods and Services Tax (GST) remains unreconciled
with the balances as per the GST portal. This raises uncertainty regarding the correctness of
input credit recognised and the related GST liability.

iii. The Company has not maintained requisite details and supporting documentation necessary
to determine the classification of creditors under the Micro, Small, and Medium Enterprises
Development (MSMED) Act, 2006. Consequently, compliance with the disclosure
requirements of the Act could not be verified.

iv. The Company has not maintained adequate documentation relating to goods inward and
outward. Furthermore, external confirmations for trade receivables and trade payables were
not obtained. As a result, the respective balances remain subject to reconciliation and
adjustment, if any.

Our opinion is qualified in respect of this matter.

Management Response

The Management has already addressed the above points in the financial results for the quarter/year
ended March 2025. Further, the Company assures its shareholders that appropriate corrective

measures are being taken and, going forward, the Company will ensure full compliance with the
applicable requirements, including adherence to GST norms.

Consolidated

Basis for Disclaimer of Opinion

• The Group has unsecured loans amounting to ?10,291.99 Lacs. No interest has been charged
on these loans, and relevant agreements and cross-confirmations are not available. In the
absence of valid agreements and confirmations, we are unable to verify the accuracy, terms,
and interest-free nature of these balances, which may impact the fair presentation of
liabilities and interest expense.

• Balance of GST Payable ? 6.61 Lacs pending for GST reconciliation. Reconciliation with
the GST Online Portal has not been carried out, affecting the accuracy of GST Input Credit
and the liability towards the government.

• The Group has trade payables of ?7,955.42 Lacs. However, no bifurcation of creditors has
been provided in terms of the Micro, Small, and Medium Enterprises (MSME)
classification. This non-disclosure is not in compliance with the Micro, Small and Medium
Enterprises Development (MSMED) Act, 2006, thereby impacting regulatory compliance
and financial transparency.

• Advances to suppliers of ? 305.59 Lacs remain unconfirmed. Absence of confirmations from
these suppliers affects the reliability of liabilities disclosed in the financial statements.

• We were unable to obtain sufficient appropriate audit evidence regarding the carrying
amounts of Property, Plant and Equipment and Intangible Assets as at the year end due to
limitations in the availability of supporting documentation and inadequate maintenance of
records as per applicable accounting standards. As a result, we are unable to determine
whether any adjustments are necessary in respect of these assets, including related
depreciation/amortization, and the resultant impact on the consolidated statement of profit
and loss and cash flows for the year then ended.

• A loan/advances amounting to ? 355.50 Lacs remains unconfirmed to certain parties. The
absence of loan confirmations impacts the reliability of Borrowings and financial
disclosures.

• We are in receipt of certain sales invoices; however, they are not supported with E-Way
bills, Delivery Challans, or Transportation details. In the absence of these critical
documents, we are unable to verify the genuineness of the transactions.

• The Group has not maintained Goods Inward Reports, and it neither owns nor leases any
godown facilities. Management has represented that goods are directly traded from
suppliers to customers; however, no evidence has been provided to substantiate this claim.
In the absence of verifiable documentation, we are unable to confirm the existence and
completeness of purchases and inventory.

Management Response

The Management has already addressed the above points in the financial results for the quarter/year
ended March 2025. Further, the Company assures its shareholders that appropriate corrective
measures are being taken and, going forward, the Company will ensure full compliance with the
applicable requirements, including adherence to GST norms.

b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re¬
appointed Sulabh Jain and Associates, Practicing Company Secretary, to undertake the Secretarial
Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is
provided as Annexure-A of this report.

Management Response by Company

The comments made by the Secretarial Auditor have been duly noted by the Company. The Company
assures that necessary steps will be taken to address the observations, and adequate care will be
exercised to ensure compliance in the future.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your
approval being sought at the ensuing AGM scheduled on September 30, 2025, M/s. Divya Mohta &
associates, Practicing Company Secretary (CP No: 17217 and Peer Review Certificate No. 2773/2022)
has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the
first term of five consecutive years from FY 2025-26 till FY 2029-30. M/s. Divya Mohta & associates,
Practicing Company Secretary (CP No: 17217 and Peer Review Certificate No. 2773/2022) have
confirmed that it is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office
as Secretarial Auditor of your Company.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of
Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of
India.

c) INTERNAL AUDITOR

Pursuant to provisions of Section 138, read with the rules made there under, the Board has appointed
M/s Appa & Associates, (PAN: ALCPA1194L) as an Internal Auditor of the Company for the Financial
Year 2024-25, to check the internal controls and the functioning of the activities of the Company and
also recommends ways of improvement. He has provided an Internal Audit Report of the Company for
the financial year ended March 31, 2025. The Internal audit is carried out quarterly basis and the report
is placed in the Audit Committee Meeting and Board Meeting for their consideration and direction.

d) COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not
applicable to the Company.

10. SHARE CAPITAL

Authorized Share Capital

During the year under review, The Authorized Share Capital of the Company increased from existing
INR 75,06,00,000/- (Rupees Seventy-Five Crores Six Lakhs Only) divided into 75,06,00,000/-
(Seventy-Five Crores Six Lakhs Only) Equity shares of Re. 1/- (Rupee One Only) each to Rs.
1,30,00,00,000/- (Rupees One Hundred Thirty Crores Only) divided into 1,30,00,00,000 (Rupees One
Hundred Thirty Crores) Equity shares of Re. 1/- (Rupee One Only) by adding 54,94,00,000 (Fifty-Four
Crores Ninety-Four Lakhs) Equity Shares of Re. 1 each vide resolution passed on 29^th March, 2025

Issued, Subscribed and Paid-up share capital

During the year the Issued, subscribed and paid-up share capital of the company increased from Rs.
25,01,36,311 divided into 25,01,36,311 equity share of Re.1/- each to Rs.74,54,06,207/- divided into
74,54,06,207 equity shares of Re. 1 each due to issuance of shares on right basis in the ratio on 198:100.

Further, on account of Bonus issue of shares by the Company, Issued, subscribed and paid-up share
capital of the company increased from Rs.74,54,06,207/- divided into 74,54,06,207 equity shares of
Re.1/- each to Rs. 75,03,24,164 /- divided into 750324164 equity shares of Re. 1 each due to issuance
of bonus shares in the ratio on 1:150.

As on 31^st March 2025 the issued subscribed and paid-up share capital of the company stood at Rs.

75.03.24.164 /- divided into 750324164 equity shares of Re. 1 each.

After the closure of Financial Year till the date of this report, the Company has issued and allotted
494719229 equity shares on rights basis to the existing shareholders of the Company at a ratio of 60:91
i.e 60 Equity Share(s) for every 91 fully paid-up Equity Share held by the eligible shareholders as on
the Record Date with right to renounce, subsequently the paid-up share capital has increased from Rs.

75.03.24.164 /- divided into 750324164 equity shares of Re. 1/- each to Rs. 1245043393/- divided into
1245043393equity shares of Re. 1/- each.

11. EXTRACT OF THE ANNUAL RETURN

The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014 is available on the website of the Company
at http://www.ifllimited.com/.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read
with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “ Annexure-B”.

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top one thousand (1000) listed
entities based on market capitalization shall contain the Business Responsibility and Sustainability
Report in their Annual Report. As the Company does not fall under top 1000 listed Companies based
on market capitalization, therefore, this regulation is not applicable to the Company.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management’s Discussion and Analysis Report (MDAR) is set out in the Annual
Report.

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2024-25, no significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and company’s operations in the future.

16. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section 135 of the Companies Act, 2013, every company having a Net Worth
of Rupees Five Hundred Crore (Rs.500 Crore) or more; or Turnover of Rupees One Thousand Crore
(Rs.1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs.5 Crore) or more during the
immediately preceding financial year, is required to constitute a Corporate Social Responsibility
Committee (“CSR Committee”) of the Board. But this provision is not applicable to your company; as
during the immediately preceding financial year, company has not reached this limit.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies
Act, 2013. As of the date of the report, your company has the following Directors on its Board:

S. No	Name of Director	Designation	DIN/ PAN	Date of Appointment	Date of Appointment at current designation	Date of Resignation
1.	Mr. Abhishek Pratapkumar Thakkar	Managing Director	02681513	09-06-2025	09-06-2025	02-08-2025
2.	Mr. Meet Sureshbhai Chhatrala	Director	10778872	30-12-2024	30-12-2024	NA
3.	Ms. Vinaben Kanaiyalal Joshi	Non¬ Executive Director	07900014	13/05/2022	13/05/2022	NA
5.	Mr. Sarang Dinesh Likhitkar	Director & CFO	10986050	06/03/2025 & 07/03/2025	09-06-2025	03-09-2025
6.	Mr. Samad Ahmed Khan	Independent Director	09527456	05/03/2022	05/03/2022	NA
7	Mrs. Dimpleben Arajanbhai Makwana	Independent Director	10745925	30/12/2024	30/12/2024	NA
8	Mr. Pratapsinh Rajput	Independent Director	10905542	05/03/2025	05/03/2025	NA
9.	Mr. Gurdeep Singh	Company Secretary		17/09/2024	17/09/2024	NA

During the year under review following changes took place in the Board of Directors and Key
Managerial Persons:

• The Board noted that Mr. Jitendra Vaishnav (DIN: 10414407) has tendered his resignation
from the position of Managing Director of the Company with effect from 6th March, 2025

• The Board noted that Ms. Falguni Mehal Raval (DIN: 08605075) has tendered her resignation
from the position of Non-Executive Independent Director of the Company with effect from
20th November, 2024.

• The Board noted that Mr. Rahul Pitaliya (PAN: DQXPP7918C) has tendered his resignation
from the position of Company Secretary & Compliance Officer of the Company with effect
from 1st July, 2024.

The Board placed on record its appreciation for the assistance, support and valuable services
rendered by him during his tenure and wished him success in his future endeavors.

18. DECLARATION BY THE INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming
that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing
Regulations.

19. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to
evaluate the performance of individual Directors, including the Chairman of the Board who were
evaluated on parameters such as level of engagement and contribution and independence of judgment
thereby safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The board also carried out an annual performance evaluation of the working of
its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors
expressed their satisfaction with the evaluation process. The Board of Directors reviewed all the laws
applicable to the company, prepared by the company and taking steps to rectify instances of non¬
compliances.

20. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met 20 (Twenty) times during the year i.e. (in respect of which notices
were given and the proceedings were recorded and signed. The intervening gap between any two
meetings was within the period prescribed by the Companies Act, 2013.The details of Board meetings
and the attendance of Directors in such meetings are given in the Corporate Governance Report forming
part of this Annual Report.

30-04-2024, 08-05-2024, 09-05-2024, 13-05-2024, 24-05-2024, 27-05-2024, 02-07-2024, 02-07-2024
08-08-2024, 14-08-2024, 21-08-2024, 17-09-2024, 25-09-2024, 28-09-2024, 13-11-2024, 30-12-2024
12-02-2025, 05-03-2025, 06-03-2025, 07-03-2025

21. COMMITTEES AND THEIR MEETINGS

A. Audit Committee

The Company has an Audit Committee of Directors in compliance with provisions of the Companies
Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

Audit Committee Meetings:

Date of Meeting	Director Entitled	Attended
27-05-2024	3	3
14-08-2024	3	3
13-11-2024	3	3
12-02-2025	3	3

The Audit Committee comprises of and their attendance :

S. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of Audit Committee held during the year	Number of meetings of Audit Committee attended during the year
1	Samad Ahmed Khan	(Chairman & Independent Director)	4	4
2	Falguni Mehal Raval1 2	(Member, Independent Director)	3	3
3	Jitendra Vaishnav1	(Member, Executive Director)	4	4
4	Dimpleben Arajanbhai Makwana	Member, Independent Director),	1	1
5	Vinaben Kanaiyalal Joshi	( Member, Non - Executive Director )	4	4

The terms of reference of the Audit Committee inter alia include overseeing the financial reporting
process, reviewing the financial statements and recommending the appointment of Auditors. All the
recommendations made by Audit Committee were accepted.

B. Nomination and Remuneration Committee

The Company has a Nomination & Remuneration Committee of Directors in compliance with
provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Committee’s scope of work includes nominate the directors as
per their qualifications, experience and positive attributes, deciding on remuneration and policy matters
related to remunerations of Directors and laying guidelines for remuneration package or compensation
etc.

Nomination & Remuneration Meetings:

Date of Meeting	Director Entitled	Attended
17-09-2024	2	2
25-09-2024	2	2
05-03-2025	3	3
06-03-2025	3	3
07-03-2025	3	3

The Nomination & Remuneration comprises of and their attendance :

S. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of Nomination & Remuneration held during the year	Number of meetings of Nomination & Remuneration attended during the year
1	Samad Ahmed Khan	(Chairman & Independent Director)	5	5
2	Falguni Mehal Raval*	(Member, Independent Director)	2	2
3	Vinaben Kanaiyalal Joshi	( Member, Non - Executive Director )	5	5
4	Dimpleben Arajanbhai Makwana	Member, Independent Director),	3	3

* Falguni Mehal Raval has resigned w.e.f. 20/11/2024

C. Stakeholders Relationship Committee

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions
of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 to look into the redressal of complaints of investors such as transfer
or credit of shares, non-receipt of dividend/notices /annual reports, etc.

Audit Committee Meetings:

Date of Meeting	Director Entitled	Attended
07-03-2025	3	3

The Stakeholders Relationship comprises of and their attendance:

S. No.	Name of Director	Designation / Nature of Directorship	Number of meetings of Stakeholders Relationship held during the year	Number of meetings of Stakeholders Relationship attended during the year
1	Samad Ahmed Khan	(Chairman & Independent Director)	1	1
2	Falguni Mehal Raval*	(Member, Independent Director)	0	0
3	Jitendra Vaishnav*	(Member, Executive Director)	0	0
4	Dimpleben Arajanbhai Makwana	Member, Independent Director),	1	1
5	Sarang Dinesh Likhitkar	(Member, Director)	1	1

* Falguni Mehal Raval has resigned w.e.f. 20/11/2024
** Jitendra Vaishnav has resigned w.e.f. 06/03/2025

The Company has a Stakeholder Relationship Committee of directors to look into the redressal of
complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual
reports, etc.

Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees.
The company believes in honesty, integrity, ethics, transparency and good conduct in its professional

environment and provides such kind of environment to its employees and directors and always
encourages its team to follow such standards in their activities. The directors, employees and other team
members are free to report on the issues which require genuine concern. An Audit Committee of the
Board of directors has the responsibility to review the functioning of vigil mechanism and the same has
been performed by the committee periodically.

This policy is explained in the corporate governance report and also posted on the website at
www.ifllimited.com under Corporate Governance section.

22. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

M/s Yamunashtakam Tradeventures Private Limited is the subsidiary of the Company. The Company
does not have any Joint Venture/ Associate Companies.

Further, a statement containing the salient features of the financial statements of subsidiaries pursuant
to sub-section 3 of Section 129 of the Companies Act, 2013 (''the Act'') in the prescribed form AOC-1
is appended to this Board Report as Annexure - C.

23. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES

On 31 March, 2024 the Company has 01 Subsidiary and there has been no material change in the nature
of the business of the Subsidiaries. There are no associate or Joint Venture Companies.

24. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part
of the notes to the financial statement and same is provided in this Annual Report.

25. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

The Company has entered into contracts and arrangements with related parties and complied with the
provisions of section 188 of the Companies Act, 2013. Details of Such Contracts and Arrangements are
enclosed as Annexure-D in Form AOC-2.

26. CORPORATE GOVERNANCE CERTIFICATE

The Company believes that the essence of Corporate Governance lies in the phrase “Your Company”.
The Chairman and Directors are “Your” fiduciaries and trustees. Their objective is to take the business
forward in such a way that it maximizes “Your” long term value. Besides, adhering to the prescribed
Corporate Governance practices as per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the company also endeavors to share information with its stakeholders openly and
transparently on matters which have a bearing on its economic and reputational interest. The Corporate
Governance Report is a part of this Annual report.

A certificate from Secretarial Auditors of the company regarding the compliance of the conditions of
Corporate Governance by the Company as stipulated under Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is also attached to this Annual Report.

27. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

28. PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed
under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are mentioned below:

(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014

Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase
in remuneration during the financial year, Ratio of remuneration of Directors to the Median
Remuneration of employees.

There is no remuneration is paid by the company during the financial year

29. SEXUAL HARRASEMENT

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has
complied with the provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No
case was reported during the year under review.

33. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are
present which may threaten the existence of the company. During the year, your Directors have an
adequate risk management infrastructure in place capable of addressing those risks. The company
manages monitors and reports on the principal risks and uncertainties that can impact its ability to
achieve its strategic objectives. The Audit Committee and Board of Directors review these
procedures periodically. The company’s management systems, organizational structures, processes,
standards, code of conduct and behavior together form a complete and effective Risk Management
System (RMS).

34. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and certain designated employees of the Company. The Code requires
pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares
by the Directors and designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the trading window is closed. The
Board is responsible for implementation of the Code. All Board Directors and the designated employees
have confirmed compliance with the Code.

35. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

37. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board
and all employees in the course of day-to-day business operations of the company. The Code has been
placed on the Company’s website www.ifllimited.com.The Code lays down the standard procedure of
business conduct which is expected to be followed by the directors and the designated employees in
their business dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the
Code.

38. CAUTIONARY NOTE

The statements forming part of the Board’s Report may contain certain forward-looking remarks within
the meaning of applicable securities laws and regulations. Many factors could cause the actual results,
performances or achievements of the Company to be materially different from any future results,
performances or achievements that may be expressed or implied by such forward looking statements.

39. DIRECTOR’S RESPONSIBILITY STATEMENT

In accordance with Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board
of Directors of the company informed the members that:

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

(b) That in the preparation of the annual accounts for the financial year ended 31st March,
2025 the applicable accounting standards had been followed along with proper
explanation relating to material departures;

(c) That the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that were 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 or loss of the company for the year review;

(d) That the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

(e) That the directors had prepared the annual accounts for the financial year ended 31st
March,2025 on a going concern basis;

(f) That 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

(g) That the directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.

40 APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind
AS) specified under section 133 of the Companies Act, 2013, read with Rule 3 of the Companies
(Indian Accounting Standards) Rules, 2015.

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

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is
no requirement to give details of application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

42 DECLARATION REGARDING SETTLEMENT WITH BANKS/ FINANCIAL
INSTITUTIONS

During the year under review, the Company has not made any settlements with banks or financial
institutions. As a result, no valuations were necessary.

43 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013

There are no employees in the Company thus it is not required to constitute Internal Complaints
Committee (ICC) pursuant to the legislation ''Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace Act 2013'' as the same is not applicable on the Company

44 MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961.
All eligible women employees have been extended the statutory benefits prescribed under the Act,
including paid maternity leave, continuity of salary and service during the leave period, and post¬
maternity support such as nursing breaks and flexible return-to-work options, as applicable. The
Company remains committed to fostering an inclusive and supportive work environment that upholds
the rights and welfare of its women employees in accordance with applicable laws.

45 PREVENTION OF SEXUAL HARASSMENT

The Company’s goal has always been to create an open and safe workplace for every employee to feel
empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of
their abilities. In line to make the workplace a safe environment, the Company has set up a policy on
prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“PoSH Act”). Further, the Company has
complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment
policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, including complaints on
sexual harassment during the year under review.

46 CORPORATE GOVERNANCE:

Report on Corporate Governance, Pursuant to Regulation 34 read with Schedule-V of SEBI (LODR)
Regulations, 2015, and Certificate on Compliance of Corporate Governance form part of this Report.

47 ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued
support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff
and employees of the Company.

By the Order of the Board of Directors
IFL ENTERPRISES LIMITED

Date: 08-09-2025 Sd/- Sd/-

Place: Ahmedabad Meet Sureshbhai Chhatrala Vinaben Kanaiyalal Joshi

Director Director

DIN: 10778872 DIN: 07900014

1

Falguni Mehal Raval has resigned w. e.f. 20/11/2024

2

Jitendra Vaishnav has resigned w.e.f. 06/03/2025

---

Mar 31, 2024

Your Directors have pleasure in presenting the Fifteenth (15^th) Annual Report of your Company with the Audited Financial Statements along with Auditor’s Report for the year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE (In

Lakhs)

	Standalone		Consolidated
Particulars	Period ended	Period ended 31.03.2023	Period ended	Period ended
	31.03.2024		31.03.2024	31.03.2023
Revenue from Operations	198.69	147.38	198.69	817.42
Other Income	26.28	52.90	62.18	129.56
Total Revenue	224.97	200.28	260.87	946.98
Expenses for the period	292.15	197.37	340.19	875.00
Profit/(Loss) before tax from continuing operations	(67.18)	2.91	(79.32)	71.98
Current Income Tax for the period	(9.27)	0.39	(5.85)	20.08
Deferred Tax	(4.11)	0.28	(5.60)	0.09
Profit/(Loss) for the period	(53.80)	2.24	(67.87)	51.81

2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANY’S AFFAIRS:

During the year under review, your Company has achieved Total revenue of INR 224.97 Lakhs against the Total Revenue of INR 200.28 Lakhs in the Previous Year. During the year under review the Company has loss of INR (53.80) Lakhs as compared to profit of previous year of INR 2.24 lakhs. The management of the Company is putting their best efforts to improve the performance of the Company.

3. DIVIDEND

After considering the present circumstances holistically and keeping in view the need to conserve the resources in the long run for future, the Board of Directors of the Company decided that it would be prudent not to recommend any dividend for the year under review.

4. TRANSFER TO RESERVES

The Company has not transferred any sum to the General Reserves Account during the reporting period.

5. CHANGES IN THE NATURE OF BUSINESS

During the year under review no changes in the nature of Business.

6. MATERIAL CHANGES AND COMMITMENTS

During the year ended, the company has split its 1,81,92,344 equity shares of face value of Rs.10 each fully paid-up into 181,923,440 equity shares of face value of Re.1/- each fully paid-up w.e.f 21st April, 2023 as recommended by the board of directors and approved by the shareholders of the company at its Meeting dated 12^th April,2024. During the year ended, the Company has also issued 4,54,80,440 fully paid equity shares of Re.1/- each fully paid Bonus Shares to the existing shareholders of the Company as on record date April 21^st, 2023 in the ratio of 1:4 i.e. one fully paid equity shares for every 4 existing equity shares held and 2,27,32,431 fully paid equity shares of Re.1/- each to the existing shareholders of the Company as on record date 18 December 2023 in the proportion of 1:10 i.e. one new fully paid equity shares for every 10 existing equity shares held.

After the closure of financial year till the date of this report the Company has issued and allotted 49,52,69,896 rights equity shares of face value of Re. 1/- each and subsequently, Post allotment, paid up capital of the Company stand increased to Rs.74,54,06,207/-.

The Board of directors of the Company has declared the issue of 49,69,374 fully paid up bonus shares of face value of Re.1/- each in the ratio of 1:150 i.e. one fully paid equity shares for every 150 existing equity shares to the existing equity shareholders of the Company as on Record date to be decided by the Board subject to the approval of shareholders in the General Meeting.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-24. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

8. PUBLIC DEPOSITS

During the year under review, The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the March 31, 2024.

9. AUDITORS

a) STATUTORY AUDITOR

Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame thereunder M/s. Parin Patwari & Co, Chartered Accountants (FRN: 154571W) were appointed as a Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Kapish Jain and Associates, Chartered Accountant till the conclusion of ensuing Annual General Meeting.

Auditor’s Report

The Auditor’s Report for Financial Year ended March 31, 2024, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors’ Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditor’s report is enclosed with the financial statements in this Auditor’s Report.

b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s M/s Vikas Verma & Associates (FRN P2012DE081400) Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31^st March, 2024 does not contain any qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. (Annexure-A)

c) INTERNAL AUDITOR

Pursuant to provisions of Section 138, read with the rules made there under, the Board has appointed M/s R R Thakkar & Associates, Chartered Accountant as an Internal Auditor of the Company for the Financial Year 2023-24, to check the internal controls and the functioning of the activities of the Company and also recommends ways of improvement. He has provided an Internal Audit Report of the Company for the financial year ended March 31, 2024. The Internal audit is carried out quarterly basis and the report is placed in the Audit Committee Meeting and Board Meeting for their consideration and direction.

d) COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

10. SHARE CAPITAL

The Authorized Share Capital of the Company increased from existing INR 30,06,00,000/- (Indian Rupees Thirty Crore Six Lakh Only) divided into 30,06,00,000 (Thirty Crore Six Lakhs only) Equity Shares of INR 1/- (Rupee one Only) each to Rs. 75,06,00,000/- (Rupees Seventy-Five Crores Six Lakhs Only) divided into 75,06,00,000/- (Seventy-Five Crores Six Lakhs Only) Equity shares of Re. 1/-(Rupee One Only) by adding 45,00,00,000 (Forty-Five Crore) Equity Shares of Re. 1 each vide resolution passed on 14^th January, 2024 through postal ballot.

During the year the Issued, subscribed and paid-up share capital of the company increased from Rs. 1,81,92,344 divided into 1,81,92,344 equity share of Re.1/- each to 25,01,36,311 divided into

25.01.36.311 equity shares of Re. 1 each due to issuance of bonus shares in the ratio on 1:10.

As on 31^st March 2024 the issued subscribed and paid-up share capital of the company stood at

25.01.36.311 divided into 25,01,36,311 equity shares of Re. 1 each.

After the closure of Financial Year till the date of this report, the Company has issued and allotted 49,52,69,896 equity shares on rights basis to the existing shareholders of the Company at a ratio of 198:100 i.e 198 (One Hundred Ninety-Eight) Equity Share(s) for every 100 (One Hundred) fully paid-up Equity Share held by the eligible shareholders as on the Record Date with right to renounce, subsequently the paid-up share capital has increased from Rs.25,01,36,311 divided into 25,01,36,311 equity shares of Re. 1/- each to Rs.74,54,06,207/- divided into 74,54,06,207 equity shares of Re. 1/-each.

11. EXTRACT OF THE ANNUAL RETURN

The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at http://www.iflenterprises.com/.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at “Annexure-C”.

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top one thousand (1000) listed entities based on market capitalization shall contain the Business Responsibility and Sustainability Report in their Annual Report. As the Company does not fall under top 1000 listed Companies based on market capitalization, therefore, this regulation is not applicable to the Company.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management’s Discussion and Analysis Report (MDAR) is set out in the Annual Report.

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2023-24, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in the future.

16. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section 135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five Hundred Crore (Rs.500 Crore) or more; or Turnover of Rupees One Thousand Crore (Rs.1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs.5 Crore) or more during the immediately preceding financial year, is required to constitute a Corporate Social Responsibility Committee (“CSR Committee”) of the Board. But this provision is not applicable to your company; as during the immediately preceding financial year, company has not reached this limit.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

S. No.

Name of Director

Designation

DIN/PAN

Date of Appointment

Date of Appointment at

Date of Resignatio n

					current designation
1.	Mr. Jitendra Vaishnav	Managing Director	10414407	27/03/2024	27/03/2024	NA
2.	Mr. Jitendra Vaishnav	CFO	ADYPV8103 G	27/03/2024	27/03/2024	NA
3.	Mr. Samad Ahmed Khan	Non-Executive - Independent Director	09527456	05/03/2022	05/03/2022	NA
4.	Ms. Vinaben Kanaiyala l Joshi	Non-Executive Director	07900014	13/05/2022	13/05/2022	NA
5.	Ms. Falguni Mehal Raval	Non-Executive Independent Director	08605075	07/07/2022	07/07/2022	NA
7	Mr. Rahul Pitaliya	Company Secretary & Compliance Officer	DQXPP7918C	15/03/2024	15/03/2024	01/07/2024

During the year under review following changes took place in the Board of Directors and Key Managerial Persons:

1. Mr. Dolar Kirit shah resigned from the post of Managing Director and Chief Financial Officer w.e.f. 17.08.2023

2. Mr. Kamlesh Kanaiyalal Joshi appointed as a Managing Director and Chief Financial Officer of the Company w.e.f. 17.08.2023 and he resigned from the post of Managing Director and Chief Financial Officer of the Company on 11^th March 2024.

3. Resignation of Sweta Dusad from the post of Company Secretary and Compliance officer with effect from 3^rd October,2024.

4. Appointment of Mrs. Sunder as Company Secretary and Compliance officer of the Company w.e.f. 07^th November, 2023 and she Resigned from the post of Company Secretary and Compliance officer on 06^th March, 2024.

5. Appointment of Mr. Rahul Pitaliya as Company Secretary and Compliance officer with effect from 15 ^th March, 2024 and he resigned from the post of Company Secretary and Compliance officer on 1^st July,2024.

6. Appointment of Mr. Kiritkumar Sendhabhai Parmar as Managing Director and Chief Financial Officer of the Company w.e.f. 12^th March, 2024 and he resigned from the post of Managing Director and Chief Financial Officer of the Company on 26^th March, 2024.

7. Appointment of Mr. Jitendra Vaishnav as Managing Director and Chief Financial officer of the Company w.e.f. 27^th March, 2024.

18. DECLARATION BY THE INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Regulations.

19. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out an annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process. The Board of Directors reviewed all the laws applicable to the company, prepared by the company and taking steps to rectify instances of noncompliances.

20. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met 20 times during the year i.e. (24.04.2023, 03.05.2023, 09-05-2023, 09-06-2023, 28-07-2023, 17-08-2023, 24-08-2024, 31-10-2023, 01-11-2023, 07-11-2023, 01-12-2023, 15-12-2023, 19-12-2023, 28-12-2023, 12-01-2024, 09-02-2024, 19-02-2024, 12-03-2024,15-03-2024, 27-03-2024) in respect of which notices were given and the proceedings were recorded and signed. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.The details of Board meetings and the attendance of Directors in such meetings are given in the Corporate Governance Report forming part of this Annual Report.

21. COMMITTEES AND THEIR MEETINGS

A. Audit Committee

The Company has an Audit Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprises of:

• Mr. Samad Ahmed Khan (Chairman & Independent Director),

• Ms. Falguni Mehal Raval (Member, Independent Director),

• Mr. Jitendra Vaishnav (Member, Executive Director)

The terms of reference of the Audit Committee inter alia include overseeing the financial reporting process, reviewing the financial statements and recommending the appointment of Auditors. All the recommendations made by Audit Committee were accepted.

During the year Seven (03-05-2023, 09-05-2023, 09.06.2023, 28-07-2023, 31-10-2023, 09-02-2024, 15-03-2024) Audit Committee Meetings were held.

B. Nomination and Remuneration Committee

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee’s scope of work includes nominate the directors as per their qualifications, experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation etc.

The Committee comprises of:

• Mr. Samad Ahmed Khan (Chairman & Independent Director),

• Ms. Falguni Mehal Raval (Member, Independent Director) and

• Mr. Vinaben Kanaiyalal Joshi (Member, Non - Executive Director).

During the year 06 Nomination and Remuneration Committee Meeting was held on 09-05-2023, 1708-2023, 07-11-2023, 12-03-2024, 15-03-2024, 27-03-2024.

C. Stakeholders Relationship Committee

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of

the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

The Committee comprises of:

• Mr. Samad Ahmed Khan (Chairperson & Independent Director),

• Ms. Falguni Mehal Raval (Member, Independent Director) and

• Mr. Jitendra Vaishnav (Member, Executive Director)

•

The Company has a Stakeholder Relationship Committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

During the year Three Stakeholders Relationship Committee Meetings were held on 09-05-2023, 1708-2023,31-03-2024.

Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes in honesty, integrity, ethics, transparency and good conduct in its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically.

This policy is explained in the corporate governance report and also posted on the website at www.iflenterprises.com under Corporate Governance section.

22. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

M/s Yamunashtakam Tradeventures Private Limited is the subsidiary of the Company.

Further, The Company does not have any Joint Venture/ Associate Companies.

23. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

On 31 March, 2024 the Company has 01 Subsidiary and there has been no material change in the nature of the business of the Subsidiaries. There are no associate or Joint Venture Companies.

During the Period under review the Total Income of the Subsidiary Company is Rs.35,91,000/- as compared to NIL in previous year.

24. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement and same is provided in this Annual Report.

25. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

The Company has entered into contracts and arrangements with related parties and complied with the provisions of section 188 of the Companies Act, 2013. Details of Such Contracts and Arrangements are enclosed as Annexure-B in Form AOC-2.

26. CORPORATE GOVERNANCE CERTIFICATE

The Company believes that the essence of Corporate Governance lies in the phrase “Your Company”. The Chairman and Directors are “Your” fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes “Your” long term value. Besides, adhering to the prescribed Corporate Governance practices as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest. The Corporate Governance Report is a part of this Annual report.

A certificate from Secretarial Auditors of the company regarding the compliance of the conditions of Corporate Governance by the Company as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached to this Annual Report.

27. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

28. PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are mentioned below:

(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase in remuneration during the financial year, Ratio of remuneration of Directors to the Median Remuneration of employees.

Name of the Director/ and KMP	Designation	Remuneration (in Lakhs.2023-2024
Kamlesh Kanaiyalal Joshi	Director	0.35
Ms. Vinaben Kanaiyalal Joshi	Director	0.35
Mr. Samad Ahmed Khan	Director	0.65

29. SEXUAL HARRASEMENT

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported during the year under review.

33. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The company’s management systems, organizational structures, processes, standards, code of conduct and behavior together form a complete and effective Risk Management System (RMS).

34. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

35. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

36.SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)as and when they are made mandatory.

37. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Company’s website www.iflenterprises.com.The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

38. CAUTIONARY NOTE

The statements forming part of the Board’s Report may contain certain forwar looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

39. DIRECTOR’S RESPONSIBILITY STATEMENT

In accordance with Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the company informed the members that:

(A) In the preparation of the annual accounts for the financial year ended March 31, 2024, 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 accounting 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; and

(E) 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.

40 APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

41 CORPORATE GOVERNANCE:

Report on Corporate Governance, Pursuant to Regulation 34 read with Schedule-V of SEBI (LODR) Regulations, 2015, and Certificate on Compliance of Corporate Governance form part of this Report.

42 ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.

By the Order of the Board For IFL Enterprises Limited

Date: 21/08/2024 Sd/- Sd/-

Place: Delhi Falguni Mehal Raval Jitendra Vaishnav

Director Managing Director

DIN: 08605075 DIN: 10414407