amani trading exports ltd Management discussions

History

Though coworking holds considerable promise, the concept is still relatively new. Mostly unheard of ten years ago, the global number of coworking spaces has grown dramatically in recent years. For example, the Global Coworking Survey (Deskmag, 2019) estimated that only about 160 coworking spaces existed worldwide in 2008, whereas in 2018 there were close to 19,000.

As entrepreneurs (especially millennials) flock to these spaces in droves, investors have taken notice. Many of the worlds largest landlords are investing heavily in these spaces, as they have been one of the "few bright spots in the office-market during the economic recovery," making them "one of the few sources of demand" (Wall Street Journal, 2018).

Coworking Spaces Worldwide

Note: This figure is based on the list of all organizations listed on Coworker.coms platform as of May 2021. Individual coworking spaces are mapped above to the closest city. Areas with darker shades indicate a higher density of coworking spaces.

On Economy

The global economic scenario continues to evolve as stubborn headline inflation persists in many developed markets even though it can be seen slowing down in the United States. The Russia-Ukraine war has dragged on for nearly 1 & 1/2 year now. With no decisive end in sight, it has prolonged the distress in the Euro zone. The slowdown in Chinas economy after strong performance in the first quarter post reopening from Covid-19 lockdowns indicates weak domestic demand.

In the backdrop of these tumultuous global developments, Indias firm positioning as the worlds fastest growing economy influenced stakeholder sentiments positively in Q2 2023.

The RBI has maintained its GDP growth projection for the current fiscal year 2023-24 at 6.5% as the Indian economy and its financial sector demonstrate resilience amidst global challenges. The supply-side stakeholders like developers and financial institutions remain bullish for Indias office and residential sectors. Whilst they remain watchful of the evolving global scenario, they are confident that such events will not have an adverse impact on the growth trajectory of the countrys real estate sector in the next six months.

Global Coworking Space Market Overview

Overall, the utilisation of the coworking space market adjusted for seasonal and COVID lockdown is growing steadily. Our estimates put the coworking space market growing slowly <5% in 2022, followed by a bounce-back of over 12% in 2025.

The growth of global coworking spaces, defined as shared office space from a single provider across multi-country locations, continues to remain strong in the US. US coworking space providers rank #1 with 3,762 locations around the world. India companies come in second with 2,197 coworking spaces worldwide and the UK follows in third with 1,044 spaces. In contrast, local coworking spaces, defined as shared office locations within a specific regional area, are strongest in the APAC region. The Asia-Pacific (APAC) region remains #1 has the most local coworking spaces, with 5,889 coworking spaces in the APAC region alone. This is followed by 5,858 coworking spaces in Europe and 4,698 in North America. Forecasts predict that coworking spaces will double from 20,000 in 2021 to 41,975 by 2024. Additionally, the number of coworking space users is expected to grow to 5 million (Muller J & C G 2021).

A survey of over 300 global coworking customers, which allowed for multiple responses, showed that people prefer coworking spaces only second to working from home.

As a whole, the global coworking space market is expected to increase from around $7.97 billion in 2020 to $10.1 billion by the end of 2023. While initially, pandemic recovery required restrictive containment measures including social distancing protocols, work from home orders and commercial closures that resulted in a variety of operational challenges, coworking spaces are adapting to the new normal. The coworking space market is expected to reach a value of $13.03 billion by 2025, a compound annual growth rate of 12% (Research and Markets 2021).

Coworking spaces earn revenue by providing rentals usually purchased by organisations, sole traders, partners, small businesses, and even larger enterprises. The cost of renting coworking space generally covers the use of shared business services and equipment like furniture, wifi and software, and amenities like fully equipped kitchens and conference rooms.

Business Outlook Corporate Shift

Finally, one of the most significant changes were likely to see in the future of the coworking space market is the shift to corporate clients. Initially, coworking spaces were filled with freelancers and entrepreneurs, usually working solo as an alternative to working from libraries or cafes. Now, more businesses and corporations are opting to use coworking spaces, either setting up their headquarters within a coworking space or paying for their employees to use coworking spaces to benefit from working remotely.

The COVID-19 pandemic has forced larger businesses to operate remotely effectively, it has allowed coworking spaces to offer a creative space solution. Often cheaper for companies to pay for a coworking space membership when compared to traditional commercial leases, were likely to see this corporate shift continue.

Office

Despite current macroeconomic headwinds, sector records robust leasing activity in H12023; sound market fundamentals to ensure sector remains resilient in the second half of the year

12%	6% ™
Q-o-Q growth in leasing in 02 2023; 25% decline Y-o-Y	Q-o-Q jump in supply in Q2 2023; 24% decrease Y-o-Y
\0 LO	3%
Fall in space take-up in H12023 on a half-yearly basis; 12% drop Y-o-Y	Marginal decline in building completions in H12023 on a half-yearly basis; 4% drop Y-o-Y
59%	\o \1~ OO
Total share of Bangalore, Chennai and Pune in space take-up in 02 2023	Combined share of Hyderabad, Bangalore and Chennai in supply addition in 02 2023
60%	\0 OO CO
Cumulative share of Bangalore, Chennai and Delhi-NCR in leasing activity in H12023	Cumulative share of Bangalore, Hyderabad and Delhi-NCR in building completions in H12023

Rental growth continued across select micro-markets in a few cities due to sustained leasing activity and a H

drop in vacancy levels. Quoted rentals grew by 2-5% in DLF Cyber City, MG Road. Sohna Road, Old Gurgaon H

and Peripheral Noida in Delhi-NCR; 1-3% in Central Mumbai 1 & 2, Western Suburbs 1, BKC and Eastern I

Suburbs in Mumbai; 6.7% in Hyderabads SBD; and 1-5% in Punes CBD. SBD Kharadi, SBD East and SBD West. I

However, a marginal reduction in quoted rentals due to supply pressures was observed in Extended IT H

Corridor in Hyderabad. H

CBRE RESEARCH : India Flex Office Spaces Market

Market Performance in Q2 2023

ZU.H- mnsq.ft

Absorption in HI 2023

10.c7 mn sq.ft

Absorption in 02 2023

Absorption in HI 2023

Supply in HI 2023

Absorption in 02 2023

Supply in 02 2023

02 rental indicator arrows (Q-o-Q)

Stable

Supply in 02 2023

Hyderabad

Source C8RE Research. 02 2023

Please note that the numbers have been rounded off and might not add up to the e<act total

0.6	0.2
0.6	m

 

	2.5
	2.1
	0.1
	0.6

 

4.4	1.9
2.9 :	0.3
Ahmedabad				Wt A
0.2	0.1	4
0.8	m	?	1	i ,

www.efclimited.in

24

Investment
INVESTMENTS /-jp=i
A-A	Mumlui, followed by Delhi-NCR and Bangalore.
Ini hi Ini	accounted for a cumulative In invmtment v—— -? ^ share of nearly Inflows In 02 2023, 3—IF—
t	of nearly T\2 / W institutional Investors03%). Inslilutional inventors infused capital in brownfield assets, whereas developers remained largely focused on acquiring land for greenfield
	/ DO/ Share cl domestic inv. Mors / (predominantly developers) ‘
/ Q in capital inflows in 02 20?
	[“ Q / Share of foreign investors in the total investment volume J / during the quarter investors from Singapore accounted -76% of the foreign capital inflows.
	the total capital inflows in site 1 land acquisitions were i-C / deployed for residential developments, while -12% were l )/ / O committed to werahotise developmentt
o	Investment end wore par up during the quarter worth over USD billi Of l capital deployment ol USD 1C billion.

USD

2.5 billion

Capital flows in HI 2023, down 37% Y-o-Y and 34% on a half-yearly basis

USD I

12+0 billion I

Capital flows in 02 2023. H

up 26% Q-o-O H

	Despite a healthy pipeline, overall capital	We could see expansion of existing REIT	Opportunistic bets would continue to	Deployment of funds through
	inflows could dip in 2023 owing to delays in	portfolios and diversification of institutional	witness strong momentum in 2023 amidst	alternate investment funds AIF-II
	decision-making; office sector followed by	investor base across the listed REITs; also.	considerable interest in greenfield	route to get more pronounced and
Investments	development sites to lead investments.	after the listing of Indias first retail REIT in 02. we may see the listing of fourth office REIT in the coming quarters.	developments.	plug the funding gap created by reduced exposure of some large NBFCs to the real estate sector.

Indian Flex Office Market

Flex spaces contribute around 6% of the overall office inventory in India. The 5-year CAGR growth rate of 41% in flexible space inventory is based on strong demand and a rapidly changing style of working. The scale at which this growth has happened is unprecedented and the potential of growth ahead is even more phenomenal. Indias journey to a billion sq. ft. of office space is moving like a juggernaut and we are likely to reach there by or before 2027.

The evolution of how India works has been a gradual one. From the 1970s when offices were located primarily in central business districts of Tier I cities, the growth has panned out today to suburbs and Tier-II cities. However, one segment which has rapidly changed how we work is the flex or co-working space segment. Early flex space providers in India may date back to 2002, but it is only in the last 8 years that India has witnessed an overwhelming growth of co-working operators and spaces. Though co-working and flexible workspace still represents a relatively modest share of overall office occupancy, its footprint is rising and expanding rapidly. This growth story needs to be narrated in detail to help us chalk out the way ahead.

Our most likely scenario pegs the flex segment to grow at an avg. rate of 22% over the next five years, a number which has been surpassed in the past as well.

Flex Growth Forecasts

Extracts for Operation Team

The past few years have been both unpredictable and unprecedented. In addition to the pandemic, the world has been battling climate change, macroeconomic uncertainties, and geopolitical turbulence. Enterprises on the other hand have been battling with funding winter in addition to high inflation & rising interest rates. The world is increasingly getting unpredictable, and flexibility has indeed, become the need of the hour.

As the Co-Founder of one of Indias leading flexible workspace providers, I have had a front-row seat to witnessing the transformation of the Indian workplace over the past decade and especially during the post pandemic period. In mid-2020, I have been witness to a narrative that "Work From Home" is the future and that office as we know it will soon get redundant.

Over the next couple of years this narrative has evolved to "Hybrid Working" and an acceptance that offices will continue to remain an integral part of professional life and foster an ecosystem of culture, collaboration and coherence.

Employees today need "More than Just an Office". They are looking for a space that enhances employee engagement, fosters collaboration, is loaded with amenities and at the same time is accessible with less commute. To accommodate these new requirements, today, Work is moving to employees, and offices in tier II cities are thus going mainstream.

Employers on the other hand are looking at enhanced flexibility to upsize or downsize as per need, are wary of putting up any upfront capex and are looking at a one stop "Office in a Box Solution".

The Flex Space is broadly classified into following three categories; Managed, Hybrid & Coworking

Managed

Fully customized as per client needs, furnished and serviced for the client, private or semiprivate space, operator maintains it fully, client pays a fee. Typical tenures of 36 - 48 months with lock-ins. Leased on per sq ft basis as well.

Hybrid

Fully serviced, mix of open and dedicated desks, meeting rooms and private cabins also included, leased to multiple tenants on a per workstation basis for a fixed tenure (say 12 - 24 months or less depending on agreement), focus is on enterprise clients, community engagement and design are given some importance while meeting needs of multiple clients

Coworking

Membership based, social working environment, events and community set up, includes hot / dedicated desks & private offices. Typical tenures as low as 3 - 6 months.

The reasons for the adoption of flex in the real estate portfolio are moving rapidly from tactical to strategic ones. While costs are flexibility still rate very high, the top reasons for adopting flex in the future are centred around location strategies, followed by portfolio reoptimization. If there was any more doubt to the flex industrys rise as a key factor in CRE decision-making, it is now put to rest in the most emphatic manner.

Directors Report

Dear Members,

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

FINANCIAL HIGHLIGHTS

The financial summary on standalone basis for year ended is as follows: (Rs. in Lakh)

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

The financial summary on consolidated basis for year ended is (Rs. in Lakh)

as follows:

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

NUMBER OF MEETINGS OF THE BOARD

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

STATE OF COMPANYS AFFAIRS

(a) Based on Standalone financials

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

(b) Based on Consolidated financials

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

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

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

MATERIAL CHANGES AND COMMITMENTS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

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

CHANGE IN THE NATURE OF BUSINESS

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSON

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

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

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

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

DEPOSITS

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

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

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

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure is not applicable on the Company.

RELATED PARTY TRANSACTIONS/ DISCLOSURE

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

DIVIDEND

The Board regrets to declare any dividend.

WEBADDRESS

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

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

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

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

PARTICULARS OF REMUNERATION

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

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

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

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

(c) There were two permanent employees on the rolls of Company as on March 31,

2023;

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

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

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

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

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

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

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

qualification, reservation or adverse remark or disclaimer	explanation or comment
The company has filed form AOC-4 for filing of	EFC Limited has become wholly-
financial statement and other documents with the	owned subsidiary of EFC (I) Limited
Registrar with the delay of 12 days under section	(formerly known as Amani Trading and
137 of the Companies Act, 2013 and sub-rule (1)	Exports Limited) during the financial
of Rule 12 of Companies	year 2022-23.
(Accounts) Rules, 2014.	As the process of subsidiarization,
The company has filed form AOC-4 CFS for filing	SWAP of Shares and Change in
of consolidated financial statement and other	Management were taking place at
documents	that time, hence, some of
with the Registrar with the delay of 13 days under	returns which are required to file with
section	Registrar of Companies/ Ministry of
137 of the Companies Act, 2013 and Rule 12 of	Corporate Affairs got delayed by few
Companies (Accounts) Rules, 2014.	days.
The company has filed form MGT-14 relating to
Board Resolution for approval of Standalone and	However, the management of the
Consolidated financial statements and Boards	Company has filed all the applicable
report for the financial year 2021-22 with the	returns with the concerned authority
delay of 1 day under section 179	and no return is pending for filing.
(3) read with section 117 (3) of Companies Act,
2013.	The management will take utmost care
The company has filed form SH-7 for Redemption	in this regard, so such incidence will
of redeemable preference shares with the delay	not happen in future.
of 25 days under section 64(1) of Companies Act,
2013 read with rule 9 of the Companies (Share
Capital and Debentures) Rules, 2014.
The Company was under process of	As mentioned above, process of
dematerialization of entire holding of promoters	subsidiarization, SWAP of Shares and
during it has issued 12,500	Change in Management were taking
Equity shares on 12th May, 2022 on private	place at that time the dematerialization
placement basis.	of promoter holding got delayed.
	However, all share of the Company are
	now in demat form only.
The Company is under process of filing FC-GPR	The delay is happened due to
return on FDI received on allotment of 1,875	mismatch in the name of Allottee in
equity shares made on June 10, 2022 to NAV	the FIRC and Special Resolution, the
Capital VCC - NAV Capital Emerging Star Fund	Company is in process of filing FC-
under Private Placement approved by	GPR return.
Members on May 16, 2022 (EGM) because of
mismatch in the name of Allottee in the FIRC and
Special Resolution.

DECLARATION BY INDEPENDENT DIRECTOR

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

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is available on web-link www.efclimited.in

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

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

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

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company for financial year 202223.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

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

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

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

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

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

MAINTAINANCE OF COST RECORDS

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

DISCLOSURE ON AUDIT COMMITTEE

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the

company for that period;

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

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

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

(f) the directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

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

COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER

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

DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT

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

COMPLIANCE CERTIFICATE BY PRACTISING COMPANY SECRETARY

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

On Behalf of the Board of

Directors For EFC (I) Limited Umesh Kumar Sahay

Chairman and Managing

Director (DIN: 01733060)

Date: September 5, 2023

Place: Pune