a f enterprises share price Directors report

To

The Members,

Your Directors take pleasure in presenting the 40^thAnnual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31^st March 2023.

1. FINANCIAL SUMMARY & HIGHLIGHTS

(Audited)			(Amount in Rs lakhs)
Particulars	Consolidated Financial Results		Standalone Financial Results
	2022-23	2021-22	2022-23	2021-22
Revenue From Operations	2428.68	4857.54	2418.48	2391.86
Other Income	542.79	243.02	537.69	241.01
Total Revenue	2971.47	5100.56	2956.17	2632.87
Purchase of Stock in Trade	1499.72	3243.89	1499.72	895.12
Change in Inventories of Finished Goods, Stock in Trade and work in Progress	7.19	4.71	7.19	5.21
Employee Benefit Expense	190.51	215.58	131.09	165.49
Finance Cost	26.12	15.94	18.51	13.52
Depreciation and Amortization Expenses	125.45	138.74	122.97	136.01
Other Expenses	309.22	279.40	271.25	222.81
Total Expenses	3014.57	4935.29	2907.09	2475.19
Profit/ (Loss) before Tax	87.65	165.27	179.83	157.68
Tax Expense	53.61	53.60	67.64	48.99
Profit for the Year	34.05	111.67	103.20	103.60
Other Comprehensive Income	0	0	0	0
Total Comprehensive Income	35.13	112.22	104.29	104.15

2. OPERATIONAL HIGHLIGHTS

During the period under consideration, the total Revenue for the year decreased from Rs. 51.00 Crore in 2021-22 to Rs 29.71 Crore in 2022-23 on Consolidated basis and on Standalone basis, total revenue for the year increased from Rs. 26.32Crore in 2021-22 to Rs 29.56 Crore in 2022-23.The Net Profit for the year decreased from 1.11 Crore in 2021-22 to Rs. 0.34 Crore in 2022-23 on Consolidated basis and The Net Profit for the year in 2021-22 was 1.036 Crore to Rs. 1.032 Crore in 2022-23 on Standalone basis

3. THE CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year or subsequently

4. CONTRIBUTION TO THE EXCHEQUER

The Company has contributed Rs. 54.55 Lakhs to the exchequer by way of Income tax, customs duty, goods and service tax, etc.

5. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL

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 Companys internal financial controls were adequate and effective during the financial year 2022-2023. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

6. PUBLIC DEPOSITS

During the year under review, the company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

7. SHARE CAPITAL & FINANCE

a) Share Capital

The Authorized Share Capital of the Company as on March 31, 2023 stood at Rs.41,00,00,000/- divided into 2,45,00,000 equity shares of Rs. 10/- each. The Paid up Equity Share Capital as at March 31, 2023 stood at Rs.14,11,36,360/-divided into1,41,13,636 equity shares of Rs.10/-each fully paid.

At the beginning of the year the Companys Authorized Share capital stood at 24,50,00,000 divided into 2,45,00,000 equity shares of Rs. 10/- each. During the year the Company has increased the Authorized share capital to Rs. 41,00,00,000 divided into 4,10,00,000 equity shares at Rs. 10/- each.

At the beginning of the year the paid up share capital stood at Rs, 1,291,36,360 divided into 12913636 equity shares of Rs. 10/- each. On 23^rd December, 2022 Company has converted 12,00,000 equity warrants into shares at a Face Value of Rs. 10/- each and at a premium of Re. 8/- per share on preferential basis this results to increase in Paid up share capital from Rs. 12,91,36,360( divided into 12913636 equity shares of Rs. 10/- each) to Rs. 141136360 (divided into 14113636 equity shares of Rs. 10/- each)

The Board has also initiated the process of Right Issue in which 22581817 equity shares at a issue price of Rs. 19/- per share (Premium of Rs. 9/- per share) were proposed to issue to the existing shareholders and the company was able to receive In-principle approval from the Stock Exchange dated 8^th March, 2023. Due to adverse market conditions, the Company did not received minimum subscription as per the requirement of Regulation 86 (1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Break Up of Increase in paid up share capital are as follows:-

S.No. Date of Allotment	No. of Shares/Warrants Allotted	Type of Issue	Provision	Total No. of Shares Listed
1 As on 01.04.2022				12913636
2 12.07.2022	50,00,000	Preferential Issue (Issue of Warrants)	Section 42 and 62 of Companies Act, 2013 read with Chapter V of SEBI (ICDR) Regulations, 2015	12913636
3 23.12.2022	12,00,000	Preferential Issue (Conversion of Warrants into equity shares) 40,00,000 warrants issued on 27th, July, 2021	Section 42 and 62 of Companies Act, 2013 read with Chapter V of SEBI (ICDR) Regulations, 2015	14113636

b) Finance

The Borrowings of the Company comprises of external commercial borrowings, term loan and working capital facilities. The debts (including interest) are being serviced regularly.

c) Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 ("the Act")are given in the notes to the financial statements.

8. BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top five hundred (500) listed entities based on market capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company does not fall under top 500 listed Companies based on market capitalization, therefore, this regulation is not applicable to the Company.

9. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2022-23, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in the future.

11. TRANSFER TO RESERVES:

During the year under review, the company has not transferred any amount to the General Reserve.

12. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Companys Wholly owned Subsidiary is Aunik IT Solutions Private Limited. Your Company do not have any Joint Ventures or any Associate Companies. Pursuant to the provisions of the Rule 8 of Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companyssubsidiaries, associatesandjointventurecompaniesinFormAOC- 1isattachedasAnnexureII.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during theyear.

14. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Act, the Annual Return of the Company as at 31st March, 2023 is uploaded on the website of the Company at https://afenterprisesltd.in/announcement/

15. VIGIL MECHANISM POLICY

The Vigil Mechanism Policy of the Company deals with instances of actual or suspected unethical behavior, fraud, etc. The Audit Committee reviews the functioning of the Policy. The details of the Vigil Mechanism has been elaborated in the Corporate Governance Report and posted on the Companys websitehttps://afenterprisesltd.in/our-policies/

16. TRANSFER TO IEPF

In accordance with the provisions of Sections 124, 125 of the Act, read with the IEPF(Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules")the amount of dividend or any other amount remaining unclaimed or unpaid for a period of seven consecutive years is required to be transferred to the IEPF Authority. The shares in respect of which dividend remained unclaimed or unpaid for seven consecutive years or more, shall also be liable for transfer to the demat account of the IEPF Authority. The shareholders may note that the Company has not declared dividend yet so this clause shall not be applicable to the Company.

17. BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimum blend of Executives and Non-Executive Professional Directors. As on March 31, 2023; the Board of Directors consists of Five(5) Directors including one (1) Whole Time Director, one (1) Executive Director Two (2) Nonexecutive Independent Director and One (1) Non Executive and Non Independent Director including one Woman Director. All the Directors possess the requisite qualifications and experience in general Corporate Management, Finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

S.NO NAME OF DIRECTOR	DESIGNATIO N	DIN	DATE OF APPOINTMEN T	DATE OF APPOINTMEN T AT CURRENT DESIGNATION	DATE OF RESIGNATIO N
1. Mr. Abhishek Singh	Chief Financial Officer& Whole Time Director	0360370 6	30.05.2019	30.05.2019
2. Mr. Santosh Kumar Kushawaha	Managing Director	0299422 8	30.05.2019	03.06.2021
3. Mr. Tinku Kathuria	Independent Director	0869965 0	14.02.2020	14.02.2020
4. Mr. Sahil Arora	Non Executive Director	0714341 4	03.09.2020	03.09.2020	02.09.2022
5. Ms. Shagun Ajmani	Non Executive Director	0882832 2	03.09.2020	03.09.2020	02.09.2022
6. Mr. Prateek Kumar	Independent Director	0292337 2	30.09.2021	30.09.2021	14.11.2022
7. Mr. Amit Thakur	Non Executive Director	0971577 2	02.09.2022	02.09.2022	14.02.2023
8. Mr. Vikram Sharma	Non Executive Director	0968348 6	02.09.2022	02.09.2022	30.05.2023
9. Ms. Preeti	Independent Director	0966211 3	02.09.2022	02.09.2022
10. Mr. Manishkuma r Prafulbhai Mehta	Non Executive Director	0765695 7	03.09.2023	03.09.2023
11. Ms. Payal Sachdeva	Company Secretary	NA	12.03.2021	12.03.2021

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

1. The Board has accepted the resignation of Mr. Sahil Arora from the position of Directorship w.e.f 2^nd September, 2022

2. The Board has accepted the resignation of Ms. Shagun Ajmani from the position of Directorship w.e.f 2^nd September, 2022

3. Mr. Prateek Kumar resigned from the position w.e.f 14.11.2022

4. Mr. Amit Thakur appointed as the director dated 2^nd September, 2022 and resigned from the position w.e.f 14.02.2023

5. Ms. Preeti appointed as an Independent Director w.e.f 02.09.2022.

6. Mr. Vikram Sharma appointed as an Independent Director w.e.f 02.09.2022

7. Mr. Manishkumar Prafulbhai Mehta appointed as Non Executive Director w.e.f 03.09.2023

The Key Managerial Personnel of the Company during the financial year 2022-23 are Mr. Santosh Kumar Kushawaha, Managing Director ,Mr. Abhishek Singh, Chief Financial Officer and Ms. Payal Sachdeva Company Secretary.

None of the Directors have attained the age ofseventy five years.

17.1 Meetings of Board and Committees

In accordance with the regulatory requirements, the Board of Directors has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Right Issue Committee

The details with respect to the composition, terms of reference, number of meetings held, etc. of the Board andthat of the Committees are disclosed in the Report on Corporate Governance, which forms part of the Annual Report.

17.2 Board Evaluation

The annual evaluation of the performance of the Board of Directors, Committee of the Directors individually has been made as more particularly specified in the Corporate Governance Report.

17.3 Remuneration Policy

The details of the Remuneration Policy forms part of the Corporate Governance Report.The information relating to remuneration as required pursuant to Section 197 of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A . Number of permanent employees on the rolls of the Company -18(Eighteen)

b. During the year every employee got 7% increment on the salaries of employees in last financial year.

It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

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. 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

Name of the Director/ and KMP	Designation	Remuneration (in Lakhs) 2022-23	Remuneration in Consideration	Resignation Dated
Mr. Santosh Kumar Kushawaha	Managing Director	72
Mr. Abhishek Singh	CFO	6
Mr. Sahil Arora	Non- Executive Directors		1.50.000 Equity Shares (On sweat basis)	02.09.2022
Ms. Shagun AJmani	Non- Executive Directors
Ms. Payal Sachdeva	Company Secretary	4.8	1.50.000 Equity Shares (On sweat basis)	02.09.2022

21. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures;

(b) They 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 of the company for thatperiod;

(c) They 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) They had prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. RELATED PARTY TRANSACTIONS

In compliance with the provisions of the SEBI Listing Regulations and the Act, the transactions with related parties are entered into with the approval of the Audit Committee and the Board of Directors. The omnibus approval of the Audit Committee are obtained for transaction which are repetitive in nature.

The Policy on Related Party Transactions can be accessed at https://afenterprisesltd.in/our- policies/

All transactions with related parties were on arms length basis and in the ordinary course of business and necessary approvals were obtained, wherever required. There were no material related party transactions.

The necessary disclosures regarding the transactions are given in the notes to the financial statements.

None of the Directors and the KMP has any pecuniary relationships or transactions vis-a-vis the Company other than those disclosed inthe financial statements.

23. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Companys Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations. It comprises audit and compliance by internal audit checks by , M/sAnkit Chhabra & Associates as Internal Auditors of the Company.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions and review various business processes. Independence of the Internal Auditors and therefore compliance is ensured by the direct report of internal audit division and Internal Auditors to the Audit Committee of the Board.

24. RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implement the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company. These are discussed at the meeting of the Audit Committeeand the Board of Directors of the Company.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

25. 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 Companys 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.

26. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER-SE

None of the Directors are related to each other.

27. 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.

28. AUDITORS

20.1 STATUTORY AUDITORS

Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame thereunder M/s. V. N. Purohit & Co., Chartered Accountants (FRN: 304040E) were appointed as a Statutory Auditors of the Company till the financial year 2023-2024, has been resigned from their office on 28th August 2023 due to refusal by the management to provide any increase in the existing fee.

To fill the casual vacancy arise due to resignation of M/s. V. N. Purohit & Co., the Board of Directors at their meeting held on 03 September 2023, appointed M/s. S. Agarwal & Co., Chartered Accountants (FRN: 000808N) for the financial year 2023-2024, subject to approval of shareholders in ensuing Annual General Meeting.

It is proposed to appoint M/s. S. Agarwal & Co., Chartered Accountants (FRN: 000808N), Chartered Accountants as the Statutory Auditors of the Company for a period of five years from the conclusion of 40th Annual General Meeting held in 2023 till the conclusion of 45th Annual General Meeting of the Company to be held in 2028, at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined in consultation with the Auditors and duly approved by the members of the Company

AUDITORS REPORT

The Auditors Report for financial year ended March 31, 2023, 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 Auditors report is enclosed with the financial statements in this Auditors Report.

20.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Sumit Bajaj & Associates, Company Secretaries to carry out Secretarial Audit, for the financial year ended March 31,2023.

The report of the Secretarial Auditor is given in "Annexure-I". The Secretarial Audit Report does not contain any qualification, reservation of adverse remark.

20.3 INTERNAL AUDITOR

Pursuant to provisions of Section 138, read with the rules made there under, the Board has appointed M/s CAAN& Associates a Chartered Accountant Firm having FRN: 025675N as an Internal Auditor of the Company for the financial year 2022-2023, 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, 2023. 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.

20.4 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.

20. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION& FOREIGN EXCHANGE

(A) Conservation of energy:

(i) Steps taken or impart on conservation of energy :-Required steps have been taken by the Company

(ii) Steps taken by the company for utilizing alternate sources of energy:- Required steps have been taken by the Company

(iii) Capital Investment on energy conservation equipments:-NIL

(B) Technology absorption

(I) Efforts made towards technology absorption:- As the Company is not using any borrowed technology no such steps are required.

(II) benefit derived :-NA

(III) In case of imported technology-N.A.

a) The detail of technology imported

b) The year of import

c) Whether the technology been fully absorbed

d) If not fully absorbed areas where absorption has not been taken place, and the reasons thereof

(IV) Expenses incurred on R & D:NIL

(c) Foreign Exchange Earnings And Outgo

	(Amount in Rs. 000)
PARTICULARS	CURRENTYEAR	PREVIOUS YEAR
Foreign Exchange Outgo	--	--
Foreign Exchange Earning	--	13482.30

29. BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top five hundred (500) listed entities based on market capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company does not fall under top 500 listed Companies based on market capitalization, therefore, this regulation is not applicable to the Company.

30. CORPORATE GOVERNANCE

During the year under review, the Company has complied with the requirements of Corporate Governance and a report on the same along with the Auditors Certificate confirming compliance is attached with and forms part of this report.

31. PREVENTION OF SEXUAL HARRASMENT

The Company is an equal opportunity provider and has zero tolerance in any form or manner towards the sexual harassment ofwomen at work place. In accordance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act,2013, the Company has formulated a policy on prevention, prohibition and redressal of sexual harassment of women at work place. The Company has constituted Internal Complaints Committee which meets as and when required.

No complaints pertaining to sexual harassment of women employees were received during the year.

32. ISO CERTIFICATION

Your Company continued to be certified under ISO 9001:2015 for quality management systems, ISO 14001:2015 for environment management systems and ISO 45001:2018 for Occupational Health and Safety Management System by UK Certification & Inspection Ltd.

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

Following material changes and commitments have occurred between Financial Year 2022-2023 are as under:

1) Issue of 50,00,000 Share Warrants at a Face Value of Rs. 10/- Per share and at a Premium of Rs.91/- Per Share on Preferential Basis on 12^th July, 2022.

2) Conversion and allotment of 12,00,000 share warrants into equity shares of 1 allottee as follows

• Mrs. Anupreet Kaur Keer on 23^rd December 2022

3) The Company has initiated the process of Issue of Equity Shares on Right basis to existing equity shareholders. The company received the in-principle approval from Stock exchange dated 08.03.2023. Due to adverse market conditions the company did not received minimum subscription as per regulation minimum subscription as per requirement of Regulation 86 (1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Accordingly, In the event of non-receipt of minimum subscription referred to in sub-regulation (1) of Regulation 86 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Company on 8th May, 2023 has already refunded all the application monies received from the applicants which is refunded within the timeline as prescribed under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and no share has been allotted till date with respect to right shares.

S N o Date of Allotment	No. of Shares/ Warrants Allotted	Type of Issue	Provi sion	Total No. of Shares Listed
1 As on 01.04.2022				12913636
2 12.07.2022	50,00,000	Preferential Issue (Issue of Warrants)	Section 42 and 62 of Companies Act, 2013 read with Chapter V of SEBI (ICDR) Regulation s, 2015	12913636
3 23.12.2022	12,00,000	Preferential Issue (Conversion of Warrants into equity shares)	Section 42 and 62 of Companies Act, 2013 read with Chapter V of SEBI (ICDR) Regulations , 2015	14113636

34. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met 10 times during the year i.e. (04.05.2022, 27.05.2022, 12.07.2022, 12.08.2022, 02.09.2022, 28.10.2022, 14.11.2022, 23.12.2022, 29.12.2022, 14.02.2023) 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.

35. 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:

o Mr. Tinku Kathuria (Chairman & Independent Director), o Mr. Prateek Kumar (Member, Independent Director), Resigned on 14.11.2022

o Ms. Preeti (Member, Independent Director), Appointed on 14.11.2022 o Mr. Abhishek Singh (Member, Executive Director) and

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 Six (27.05.2022, 12.08.2022, 02.09.2022, 14.11.2022, 03.12.2022, 14.02.2023) 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 Committees 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:

o Mr. Prateek Kumar (Chairperson& Independent Director), Resigned on 14.11.2022

o Mr. Tinku Kathuria (Member, Independent Director) and

o Ms. Shagun Ajmani (Member, Non - Executive Director). Resigned on 02.09.2022

o Mr. Vikram Sharma(Member, Non- Executive Director), Appointed on 02.09.2022

o Ms. Preeti (Member,Independent Director)Appointed on 02.09.2022

During the year 03 Nomination and Remuneration Committee Meeting was held on 04.04.2022, 02.09.2022, 14.02.2023

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:

o Mr. Sahil Arora (Chairperson & Non- Executive Director), Resigned on 02.09.2022

o Mr. Tinku Kathuria (Member, Independent Director) and

o Mr. Santosh Kumar Kushawaha (Member, Executive Director).

o Mr. Vikram Sharma (Member, Non-Executive Director)

o Mr. Amit Thakur (Non-Executive Chairperson) Appointed on 02.09.2022

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 01 Stakeholders & Relationship Committee Meeting was held on 14.02.2023.

36. 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.

37. HUMAN RESOURCES

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

38. ISSUE OF SHARES AND UTILISATION OF FUNDS

Your Company has raised worth Rs. 12,62,50,000/- (Indian Rupees Twelve Crore Sixty Two Lakhs Fifty Thousand Only) against the issue of 50,00,000 equity shares at Rs. 101/- per share on a preferential basis at a Face Value of Rs. 10/- including premium of Re. 91/- per share on a preferential basis and Rs. 1,62,00,000(Indian Rupees One Crore Sixty Two Lakhs Fifty Thousand Only) against the conversion of 12,00,000 warrants into equity shares. The amount utilized as per the object of the issue mentioned in the explanatory statement of resolution passed in the issue of preferential shares.

The utilization table are as under as on 31^st March, 2023

HEAD	AMOUNT
CREDITOR PAYMENT	125817475.5
GENERAL CORPORATE PURPOSE	16523664.5
LOAN REPAYMENT	29209
SALARIES	79651
TOTAL	142450000

39. POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION& DISCHARGE OF THEIR DUTIES

A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act, 2013 for formulization the criteria for determining qualifications, positive attributes and independence of a Directors and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees. Further, the

Directors of the Company are being paid remuneration as approved by the Shareholders and Board as per the provisions of the Act and rules made thereunder.

40. FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated Evaluation Policy during the year, which was approved by the Board of Directors. The Policy provides for evaluation of the Board, the Committee of the Board and individual Directors, including the Chairman of the Board. The policy provides that evaluation of the performance of the Board as a whole, Board Committees and Directors shall be carried out on an annualbasis.

41. WHOLE TIME DIRECTOR& CFO CERTIFICATE ON CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis. In this regard certificate from Whole time Director and CFO as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure "V".

42. CAUTIONARY NOTE

The statements forming part of the Boards 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.

43. 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.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges with gratitude the co-operation extended by the Companys Bankers and also appreciates the continued trust and confidence reposed by the Shareholders in the management. They also place on record their appreciation for the valuable contribution and whole hearted support extended by the Companys employees at all levels.

Date: 03/09/2023	By the Order of the Board
Place: Delhi	For AF Enterprises Limited
	Sd/-	Sd/-
	Abhishek Singh	Santosh Kumar Kushawaha
	Director	Managing Director
	DIN:03603706	DIN:02994228