Inflame Appliances Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the 08th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2025 (FY 2024-25/ FY 2025).

FINANCIAL HIGHLIGHTS:

Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
Revenue From Operations	10617.70	9243.69
Other Income	46.01	130.08
Total Income	10663.71	9373.77
Earnings Before Interest, Taxes, Depreciation and Amortization Expense	1253.48	917.77
Finance Cost	(371.72)	(321.64)
Depreciation and Amortization Expense	(479.02)	(443.03)
Profit Before Tax	402.74	153.10
Extraordinary items	-	-
Tax Expense:	90.06	48.23
i. Current Tax Expense	67.23	25.56
ii. Deferred Tax Expenses	60.28	53.25
iii. MAT	(41.37)	(25.56)
iv. Current tax expense relating to prior years	3.92	(5.02)
Profit After Tax	312.68	104.87

The Companys financial performance for the year ended on March 31, 2025 is summarized below:

Amount (Rs. In Lakhs)

COMPANYS PERFORMANCE:

During the year under review, there was no change in the registered office of the Company.

The Registered Office of the Company is located at: Khewat Khatoni No. 45/45, Khasra No. 942/855/1, Village Kalyanpur, Tehsil Baddi, District Solan, Himachal Pradesh, India - 173205.

The Corporate Office of the Company is situated at: Village Bagwali, Khasra No. 40/14-15-16-17/1, Block - Raipur Rani, NH - 73, Panchkula, Haryana, India - 134202.

SHARE CAPITAL:

During the year under review, no changes were carried out in the authorized share capital of the Company. However, there was a change in the Paid-Up Equity Share Capital, as detailed below.

Authorized Share Capital

As on March 31, 2025, the Authorized Share Capital of the Company stands at ^10,50,00,000 (Rupees Ten Crores Fifty Lakhs only), divided into 1,05,00,000 (One Crore Five Lakhs) equity shares of ?10/- (Rupees Ten only) each.

Issued, Subscribed & Paid-Up Share Capital

As on March 31, 2025, the Issued, Subscribed, and Paid-Up Share Capital of the Company is ?7,49,10,000 (Rupees Seven Crore Forty-Nine Lakhs Ten Thousand only), comprising 74,91,000 (Seventy-Four Lakhs Ninety-One Thousand) equity shares of ?10/- each.

During the financial year under review, the Company received a written notice from Mr. Amit Kaushik for the conversion of 1,50,000 warrants into equity shares, out of the 3,50,000 warrants allotted to him earlier. Against this, the Company received 75% of the issue price (?394.50 per warrant, being 75% of ?526 per warrant), amounting to ?5,91,75,000 on February 10, 2025.

Accordingly, the Board of Directors, at its meeting held on February 10, 2025, approved the allotment of 1,50,000 equity shares of ?10 each upon conversion of the corresponding number of warrants. The details of the allotment are as follows:

Sr. No	Name of Allottees	No of warrants held prior to conversion	No. of warrants applied for conversion	No of equity shares allotted pursuant to conversion	Amount received being 75% of the issue price per warrant	No of warrants forfeited	No of warrants pending for conversion
1.	Amit Kaushik	3,50,000	1,50,000	1,50,000	5,91,75,000	2,00,000	Nil

Following the allotment, Mr. Kaushik voluntarily waived his right to convert the remaining 2,00,000 warrants, which were consequently cancelled/lapsed. In line with the terms of the warrant issue and in accordance with the provisions of the SEBI (ICDR) Regulations, 2018, the Company forfeited ?2,63,00,000, representing the 25% upfront amount received against those warrants.

Post this allotment, the paid-up equity Share Capital of the Company increased from ?7,34,10,000 (Rupees Seven Crore Thirty-Four Lakh Ten Thousand only) to ?7,49,10,000 (Rupees Seven Crore Forty-Nine Lakh Ten Thousand only).

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE OF WARRANTS:

The Company raised ?5,91,75,000 through the conversion of 1,50,000 warrants convertible into equity shares under a Preferential Issue approved by board of directors in their board meeting held on February 10, 2025. This amount represents 75% of the issue price (?394.50 per warrant), based on a total issue price of ?526 per warrant.

The gross proceeds from the Preferential Issue have been allocated and utilized as detailed below:

(Rs. in Lakhs)

Original Object	Original Allocation	Funds Utilized till March 31, 2025
1. To broad base the capital structure of the Company required for business growth and future expansion plans;	Rs. 591.75	Rs. 591.75
2. To meet increased working capital requirements;
3. General corporate purpose or such other objects, as the Board may from time to time decide in the best interest of the Company.
Further, there is no deviation/variation in the utilization of the gross proceeds raised through Preferential Issue of Warrants.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution Of Board:

As on the date of this report, the Board comprises of following Directors;

Name of Director	Category Cum	Date of Original	Date of Appointm	Total Directorsh	No. of Committee 1 in which Director is
	Designatio n	Appointme nt	ent at current Term & designatio n	ip in other Companie s 2	Member	Chairma n	Shares held as on March 31, 2025
Mr. Aditya Kaushik	Chairman and Managing Director	November 14, 2017	August 31, 2022		2		3013400
Mr. Ashwani Kumar Goel	Whole Time Director	December 12, 2019	August 28, 2023				15000
Mr. Naveen Kumar	Whole Time Director	March 14, 2020	September 29, 2020
Mr. Akshay Kumar Vats	NonExecutive Independen t Director	January 05, 2018	January 05, 2023		2	1
Ms. Smita Bhandari	NonExecutive Independen t Director	August 28, 2018	September 28, 2023		2	1
Mr. Anusheel Kaushik	Whole Time Director	April 01, 2023	April 01, 2023

1 Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.

2 Excluding LLPs, Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 (Act). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations),

the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Disclosure By Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Board Meetings and Attendance of Directors

The Board of Directors of the Company meets at regular intervals to discuss and deliberate on business strategies, operations, financial performance, and other key matters. Additional Board meetings are convened, as and when necessary, to address urgent business requirements.

During the year under review, Board of Directors of the Company met 11 (eleven) times on May 29, 2024, June 07,

2024, August 05, 2024, September 10, 2024, December 10, 2024, November 13, 2024, January 13, 2025, January 23,

2025, February 10, 2025, March 18, 2025 and March 19, 2025.

The Company has complied with the provisions of Section 173 of the Companies Act, 2013. The gap between two consecutive Board meetings did not exceed 120 days.

The attendance of the Directors at the Board Meetings held during the year is as under: Name of Director	Mr. Aditya Kaushik	Mr. Akshay Kumar Vats	Ms. Smita Bhandari	Mr. Ashwani Kumar Goel	Mr. Naveen Kumar	Mr. Anusheel Kaushik
Number of Board Meeting held	11	11	11	11	11	11
Number of Board Meetings Eligible to attend	11	11	11	11	11	11
Number of Board Meeting attended	11	11	11	11	11	11
Presence at the previous AGM of F.Y. 2024-25	Yes	Yes	Yes	Yes	Yes	Yes

General Meetings:

During the year under review, the following General Meetings were held, the details of which are given as under: Sr. No.	Type of General Meeting	Date of General Meeting
1.	Annual General Meeting	September 03, 2024

Independent Directors:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

A separate meeting of Independent Directors was held on March 19, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, there were following changes in constitution of the Board of Directors of the Company. Change in Composition of Board of Directors:

During the year under review, there were no changes in the composition of the Board of Directors. The existing Board structure remained unchanged throughout the financial year.

Retirement by Rotation and Subsequent Re-Appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and the Articles of Association of the Company, Mr. Ashwani Kumar Goel (DIN: 08621161), Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, has offered himself for re-appointment.

The proposal for his re-appointment forms part of the Notice convening the AGM. A brief profile and additional details pertaining to Mr. Goel have also been provided in the Notice for shareholders reference and consideration.

Details Of Key Managerial Personnel:

In accordance with the provisions of Section 203 of the Companies Act, 2013, the following individuals served as Key Managerial Personnel (KMP) of the Company during the financial year 2024-25:

1. Mr. Aditya Kaushik - Chairman and Managing Director

2. Mr. Ashwani Kumar Goel, Mr. Anusheel Kaushik, and Mr. Naveen Kumar - Whole-Time Directors

3. Mr. Amit Kaushik - Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

4. Ms. Zalak Shah - Company Secretary and Compliance Officer

There were no changes in the KMPs during the year under review.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out the annual evaluation of the performance of the Board as a whole, its committees, and individual Directors, including the Chairman.

The evaluation process was conducted in the following manner:

• Board Evaluation: The performance of the Board was assessed based on various criteria, including its composition, diversity, structure, effectiveness of processes, quality of deliberations, access to information, and overall functioning. Feedback was sought from all Directors to ensure a comprehensive and objective review.

• Committee Evaluation: Each Committee of the Board was evaluated based on its composition, clarity of roles and responsibilities, frequency and effectiveness of meetings, and the quality of contributions made by Committee members.

• Individual Director Evaluation: The performance of individual Directors, including Executive and NonExecutive Directors, was reviewed by the Board and the Nomination and Remuneration Committee. The assessment included parameters such as level of preparedness, participation in meetings, constructive inputs during deliberations, and overall contribution to the governance and strategic direction of the Company.

• Chairman Evaluation: The performance of the Chairman was evaluated separately, focusing on leadership qualities, fostering an open and transparent environment, and facilitating effective communication between the Board and management.

A separate meeting of the Independent Directors was held, where they evaluated the performance of the NonIndependent Directors, the Board as a whole, and the performance of the Chairman. The outcome of this evaluation was discussed in the subsequent Board meeting.

Additionally, the performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The outcome of the evaluations confirmed that the Board and its Committees are functioning effectively and that the Directors are contributing meaningfully to the Companys growth and governance.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability

confirm that:

a) In preparation of Annual Accounts for the year ended March 31, 2025 the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and have 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 or loss of the Company for the year;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts for the year ended March 31, 2025 on going concern basis;

e) The Directors have laid down the 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the act has formed various committees, details of which are given hereunder:

A. Audit Committee: -

The Board of Directors had constituted Audit Committee in line with the provisions of Section 177 of the Companies Act, 2013. The terms of reference of the Committee are available on the website of the Company at www.inflameindia.com.

During the year under review, the Audit Committee met 4 (Four) times during the Financial Year 2024-25 on May 29, 2024, August 05, 2024, November 13, 2024 and March 19, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:			Number of meetings during the
Name of the	Category		Financial Year 2024-25
Directors		Designation	Held	Eligible to attend	Attended
Mr. Akshay Kumar Vats	Non-Executive Independent Director	Chairperson	4	4	4
Mr. Aditya Kaushik	Chairman and Managing Director	Member	4	4	4
Ms. Smita Bhandari	Non-Executive
	Independent Director	Member	4	4	4

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever required. Further, the Company Secretary of the Company is acting as Company Secretary to the Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been considered and accepted by the Board.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.inflameindia.com.

B. Stakeholders Relationship Committee:

The Company has formed Stakeholders Relationship Committee in line with the provisions Section 178 of the Companies Act, 2013.

The Board of Directors has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The terms of reference of the Committee are available on the website of the Company at www.inflameindia.com .

During the year under review, Stakeholders Relationship Committee met 4 (Four) times during the Financial Year 202425 on May 29, 2024, August 05, 2024, November 13, 2024, and March 19, 2025. The composition of the Committee and the details of meetings attended by its members are given below:

Name of the	Category		Number of meetings during the Financial Year 2024-25
Directors		Designation	Held	Eligible to attend	Attended
Ms. Smita Bhandari	Non-Executive
	Independent Director	Chairperson	4	4	4
Mr. Aditya Kaushik	Chairman & Managing Director	Member	4	4	4
Mr. Akshay Kumar Vats	Non-Executive Independent Director	Member	4	4	4

Also, there were no complaints unresolved as on March 31 2025.

C. Nomination and Remuneration Committee:

The Board of Directors has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

The terms of reference of the Committee are available on the website of the Company at www.inflameindia.com.

During the year under review Nomination and Remuneration Committee met 2 (Two) times viz on August 05, 2024 and March 19, 2025.

The composition of the Committee and the details of meetings attended by its members are given below: Name of the	Category		Number of meetings during the Financial Year 2024-25
Directors		Designation	Held	Eligible to attend	Attended
Mr. Akshay Kumar Vats	Non-Executive Independent Director	Chairperson	2	2	2
Ms. Smita Bhandari	Non-Executive Independent Director	Member	2	2	2
Mr. Aditya Kaushik	Chairman and Managing Director	Member	2	2	2

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is framed with the objective of fostering a high-performance culture across the organization. The Policy is designed to attract, retain, and motivate qualified personnel in a competitive market environment and to align the aspirations of the employees with the long-term goals of the Company.

The Company pays remuneration to its Executive Directors and Key Managerial Personnel (KMPs) by way of salary, benefits, perquisites, and allowances. The structure of remuneration is in accordance with the applicable provisions of the Companies Act, 2013 and as approved by the shareholders, wherever necessary. Annual increments are recommended by the Nomination and Remuneration Committee and are effective from April 1st of every financial year, within the limits approved by the shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is available on the Companys website and can be accessed at:

www.inflameindia.com/downloads/Nomination Remuneration Policy.pdf

REMUNERATION OF DIRECTORS

The details of remuneration paid to the Directors during the Financial Year 2024-25 are disclosed in the Annual Return of the Company, filed in Form MGT-7. This is made available on the website of the Company in

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013. Accordingly, the provisions of Sections 73 to 76 of the Companies Act, 2013 and the rules made thereunder, as well as the directives issued by the Reserve Bank of India (RBI), are not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the details of loans given, guarantees provided, and investments made by the Company are provided in the notes to the standalone compliance with the provisions of Section 92(3) of the Companies Act, 2013.

For details, shareholders may visit: r Annual Return - Inflame

financial statements, which form part of this Annual Report.

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 to the extent applicable.

SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES

As on March 31, 2025, the Company does not have any Subsidiary, Associate, or Joint Venture Company within the meaning of Section 2(6) and Section 2(87) of the Companies Act, 2013.

Accordingly, the disclosure in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 is not applicable.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into by the Company during the financial year under review were in the Ordinary Course of Business and on an Arms Length basis, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable to SME listed entities.

There were no materially significant Related Party Transactions:

• Exceeding 10% of the annual consolidated turnover of the Company, or

• Involving brand usage or royalty payments exceeding 5% of the annual consolidated turnover,

that may have a potential conflict with the interest of the Company at large.

Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013, is not applicable.

The Company has a mechanism in place to obtain prior omnibus approval of the Audit Committee for transactions which are repetitive and of a foreseen nature. All such related party transactions entered into under omnibus approval are reviewed and placed before the Audit Committee and the Board on a quarterly basis.

The details of the related party transactions for the Financial Year 2024-25 are provided in the notes to the financial statements, which form an integral part of this Annual Report.

The Companys Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website and can be accessed at:

t

www.inflameindia.com/downloads/Policy on related party transactions.pdf

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS OF ICSI

The Company has complied with the applicable provisions of the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2025 is placed on the website of the Company and can be accessed at: r Annual Return - Inflame

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each Director to the median remuneration of the employees 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, forms part of this Report and is annexed as Annexure - A .

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There have been no significant and material orders passed by any regulators, courts, or tribunals which would impact the going concern status of the Company or its future operations.

Details of litigation, if any, pertaining to tax and other matters are disclosed in the Auditors Report and the Financial Statements, which form an integral part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has always fostered a safe and inclusive work environment for all employees. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) at all its workplace locations.

The Company has adopted a Prevention of Sexual Harassment Policy that ensures protection against sexual harassment and provides a framework for addressing complaints in a gender-neutral and confidential manner.

During the year under review,

a) number of complaints of sexual harassment received in the year- NIL

b) number of complaints disposed off during the year- NA

c) number of cases pending for more than ninety days-NA

The Policy is available on the Companys website at: r www.inflameindia.com/downloads/Misc/Sexual- Harrasement-Policy.pdf

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

Company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed during the year.

DETAILS OF 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

No such incidence took place during the year.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, information relating to energy conservation, technology absorption, and foreign exchange earnings and outgo for the year under review is annexed to this Report as Annexure - B .

RISK MANAGEMENT

The Company has established a robust risk management framework that includes risk identification, assessment, mapping, and mitigation processes. This mechanism aims to minimize the potential impact of both business and non-business risks by implementing proactive mitigation strategies.

The risk management process is based on evaluating the probability of occurrence and potential impact, allowing for appropriate preventive actions. A structured and periodic assessment is carried out to identify, evaluate, monitor, and control risks, thereby safeguarding the Companys assets and reputation.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an adequate internal control system that is commensurate with the size and nature of its business operations. These controls ensure the safeguarding of assets, accuracy of accounting records, prevention of fraud, and compliance with applicable laws and regulations.

The internal control framework is supported by:

• Regular internal audits conducted by the appointed Internal Auditor,

• Management reviews and checks, and

• Well-defined policies and procedures for operational efficiency.

The statutory auditors, M/s. Gandhi Minocha and Company, Chartered Accountants (FRN: 000458N), Haryana, have audited the financial statements for the financial year 2024-25 and provided their report on internal financial controls under Section 143 of the Companies Act, 2013. This report forms part of the Audit Report annexed with the Annual Report.

CORPORATE GOVERNANCE

The Company firmly believes that good corporate governance is the cornerstone of sustainable corporate growth and long-term stakeholder value creation. The principles of integrity, transparency, fairness, and accountability are deeply embedded in the Companys culture and operations.

Although compliance with the provisions of Regulations 17 to 27 and certain clauses of Regulation 46(2) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company by virtue of its listing on the SME Platform of BSE, the Company voluntarily adheres to high standards of corporate governance and ethical business conduct.

Accordingly, a separate Corporate Governance Report is not applicable and does not form part of this Report. However, the Company remains committed to adopting best governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility, are not applicable to the Company during the year under review.

Nevertheless, the Company remains conscious of its social responsibilities and continues to explore avenues to contribute meaningfully to the community and environment.

INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed Mr. Mukesh Kumar Sharma as the Internal Auditor of the Company for the financial year 2024-25.

He has conducted periodic internal audits of various operational and financial functions and submitted his reports to the Audit Committee and the Board. His

observations and recommendations have helped strengthen the internal control systems and ensure compliance.

STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the rules made thereunder, the members at the Annual General Meeting held on August 28, 2023, re-appointed M/s. Gandhi Minocha and Company, Chartered Accountants, Haryana (FRN: 000458N), as the Statutory Auditors of the Company for a second term of five consecutive years, to hold office till the conclusion of the Eleventh Annual General Meeting to be held in the calendar year 2028.

The Auditors Report on the financial statements of the Company for the financial year 2024-25 forms part of this Annual Report. The Notes to the Financial Statements, as referred to in the Auditors Report, are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

There are no qualifications, reservations, adverse remarks, or disclaimers made by the Statutory Auditors in their Report except as disclosed:

As per the provisions of Section 148(1) of the Companies Act, 2013 read with the applicable rules, the Company is not required to maintain cost records for the financial year 2024-25 as prescribed by the Central Government.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instance of fraud committed by the Company, its officers or employees under Section 143(12) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review forms an integral part of the Annual Report and is annexed herewith as Annexure - C .

SECRETARIAL AUDITOR AND THEIR REPORT

In compliance with the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretaries, Ahmedabad, as the Secretarial Auditor to carry out the Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report is annexed as Annexure - D to this Board Report.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their Report except as may be stated specifically in Annexure - D .

Sr.	Compliance	Deviations	Observations/ Remarks	of the Practicing	Management
No.	Requirement (Regulations/ circulars / guidelines including specific clause)		Company Secretary		Response

Delayed disclosures under Regulation 29(2) of SEBI (SAST) Regulations, 2011

of SEBI timeline prescribed under SEBI (LODR) Regulations, 2015.

Regulations,

2015.

Few forms were filed delayed with additional fees.

GENERAL DISCLOSURE

Your Company maintains a fully functional and regularly updated website as per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: r www.inflameindia.com

The website has been designed to provide detailed and transparent information about the Company. It hosts a comprehensive repository of corporate data including:

• Financial results

• Shareholding pattern

• Details of Board and Committees

• Corporate Policies and Codes

• Business activities

• Press releases and current updates

All mandatory disclosures as required under the Companies Act, 2013, Companies Rules, 2014, and Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are duly made available on the website, along with other useful information for investors and stakeholders.

DETAILS OF APPLICATIONS OR PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the Financial Year 2024-25, there were no applications made or proceedings initiated or pending under the Insolvency and Bankruptcy Code, 2016 by any Financial or Operational Creditors against the Company.

As on the date of this report, there are no pending applications or proceedings under the said Code against the Company.

In accordance with the provisions of Section 134(3) of the Companies Act, 2013, Rule 8 of the Companies (Accounts) Rules, 2014, and other applicable provisions, your Directors confirm that all necessary disclosures have been made in this Board Report.

Further, the Board confirms that there were no transactions during the year under review requiring disclosure in respect of the following items:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees under any scheme including Employee Stock Option Scheme (ESOS).

3. Annual Report on Corporate Social Responsibility, as provisions under Section 135 are not applicable.

4. Revision of financial statements or Boards report under Section 131 of the Act.

5. Any significant or material orders passed by the Regulators, Courts, or Tribunals that impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT

Your directors place on records their sincere appreciation for the dedicated services and contribution of all employees during the year. The Board also acknowledges and expresses gratitude for the continued support, trust, and co-operation received from the Companys shareholders, investors, bankers, financial institutions, business associates, and other stakeholders.

The Board looks forward to your continued support in the journey ahead.

Registered office:	For and on behalf of Board of Directors
Khewat Khatoni No. 45/45, Khasra No. 942/855/1 Village Kalyanpur	For, Inflame Appliances Limited
Tehsil-Baddi, Baddi Solan-173205, Himachal Pradesh	CIN: L74999HP2017PLC006778
Corporate Office:
Village Bagwali, Khasra No. 40/14-15-16-17/1, Block - Raipur Rani,
Nh-73, Panchkula-134202.
	Sd/-
Date: July 30, 2025	Aditya Kaushik
Place: Panchkula	Chairman and Managing Director
	DIN 06790052