MFL India Ltd Directors Report

To

The Members,

Your directors have pleasure in presenting the 42^nd Annual Report of the Company together with Audited Accounts and the Auditors Report of your Company for the financial year ended on 31^st March 2025.

MFL India Limited is a leading logistics company having operations PAN- India. Your company offers various services to clients such as transportation & trucking and successfully operates in the country.

MFL India Limited is firmly built on belief of offering unmatched quality services, driven by strong expertise and experience in providing customized and personalized services.

The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013, guidelines issued by the Securities and Exchange Board of India (SEBI) and the Generally Accepted Accounting Principles (GAAP) in India. Our Management accepts responsibility for the integrity and objectivity of these financial statements, as well as for the various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner and reasonably present our situation, profits, and cash flows for the year.

The summarized financial performance for the year ended 31^st March 2025 is as follows:

Financial Results

(Amount in Lakh)

Particulars	2024-25	2023-24
Total Income	5275.44	5387.77
Total Expense	5257.73	5633.37
Profit/(Loss) before exceptional and
	17.70	(245.60)
extraordinary items
Exceptional items	-	-
Extraordinary items	-	-
Profit/(Loss) before taxation	17.70	(245.60)
Less: Current Tax	0	0
Earlier Year Tax	0	0
Add: Deferred Tax	59.35	0
Tax paid / adjustments made earlier
	41.06	0
year
Profit/(Loss) for the period from
	(82.71)	(245.60)
continuing operations
Profit/(Loss) for the period from
	-	-
discontinuing operations
Tax expenses of discontinuing
	-	-
operations.
Profit/(Loss) for the period	(82.71)	(245.60)

Financial Performance (Amount in Lakhs)

For the financial year ended March 31, 2025, your Company suffer Loss before Tax of Rs. 82.71 against loss of Rs. 245.60 in the previous financial year. The total income for the year under consideration is Rs. 5275.44 and total expenditure is Rs. 5257.73 as compared to total income of Rs. 5387.77 and total expenditure of Rs. 5633.37.

Number of Board Meeting

Seven Board Meetings were held during the year, as against the minimum requirement of five meetings.

The details of Board Meetings are given below:

Date	Board Strength	No of Directors Present
30 Apr 2024	4	4
30 May 2024	4	4
14 Aug 2024	4	4
30 Aug 2024	4	4
28 Sept 2024	4	4
14 Nov 2024	4	4
12 Feb 2025	4	4

Dividend

Due to suffered loss, your company has not declared any dividend during the financial year ended 31^st March 2025.

Segment wise performance

The Company currently operates in only one segment i.e., Transportation/Trucking, and therefore, has no separate reportable segments.

Outlook

MFL India Limited is a leading transport and logistics company with a strong Pan-India presence. The Company remains firmly on track to achieve its strategic expansion objectives, in line with the growing demand for efficient and reliable logistics solutions across the country. Recognizing the significant opportunities in the Indian logistics sector, the Companys immediate focus is on bridging the existing service and capacity gaps by scaling up its operational footprint nationwide.

Over the past few years, the Company has undertaken several initiatives aimed at broadening its fleet base, thereby mitigating operational risks and enhancing profitability. As part of this ongoing effort, MFL India Limited has been consistently augmenting its fleet capacity to strengthen domestic operations. This fleet expansion is expected to further enhance the

Companys ability to capture emerging market opportunities and improve overall operational efficiency and service delivery.

Internal Financial Controls

The Company has established and maintained a framework of internal financial controls and compliance mechanisms. These systems have been subject to review through the work performed by internal auditors, statutory auditors, external agencies, and oversight by the Top Management and the Audit Committee.

Based on these reviews and evaluations, the Board of Directors is of the opinion that the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2025.

Furthermore, the statutory auditors of the Company have issued a report on the internal control over financial reporting in accordance with Section 143 of the Companies Act, 2013,

Corporate Social Responsibility

Upon a detailed review of the Companys financial statements and other relevant records, it has been determined that the Company does not meet any of the thresholds prescribed under Section 135 of the Companies Act, 2013. Accordingly, the provisions relating to the constitution of a Corporate Social Responsibility (CSR) Committee, the incurrence of expenditure on CSR activities, and the associated reporting requirements are not applicable to the Company for the financial year.

Risks and Concerns

The Board of Directors has established a comprehensive Risk Management Policy for the Company, encompassing key risk areas including industry-specific risks, quality risks, project execution risks, and financial risks such as interest rate and liquidity exposure. The policy outlines the organizational structure, infrastructure, processes, and awareness initiatives necessary for effective risk identification, assessment, and mitigation.

The Board has also identified certain critical risk elements that, in their most severe form, could potentially threaten the Companys continuity. Appropriate risk minimization measures have been implemented to proactively address and mitigate these threats.

Deposits

During the year under review, the Company has not accepted any deposits covered within the meaning of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Contracts or Arrangements with Related Parties

All contracts, arrangements, and transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and conducted on an arms length basis, in compliance with the applicable provisions of the Companies Act, 2013 and relevant regulations.

During the year, the Company has entered into certain related party transactions that are considered material in accordance with the Companys Policy on Materiality of Related Party

Transactions. Detailed disclosures of such transactions, including their nature, value, and terms, are provided in the Additional Notes to the Financial Statements.

Meeting of independent director

During the year under review, an annual Independent Directors meeting was convened on 13^th March, 2025 to review the performance of the Non-Independent/ Non-Executive Directors including the Chairman of the Board and performance of the Board as a whole. The Non- Independent Directors did not take part in the meeting. In accordance with the Listing Regulations, following matters were, inter alia, discussed in the meeting:

Performance of Non-Independent Directors and the Board as a whole;

Performance of the Chairman of the Company, after considering the views of both Executive and Non-Executive Directors;

Assessment of the quality, adequacy, and timeliness of flow of information between the Management and the Board, which is necessary for the Board to effectively discharge its duties and responsibilities.

Declaration by the Independent Directors

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company are registered in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs

("IICA") and unless exempted, have also passed the online proficiency self-assessment test conducted by IICA. The Board of the Company after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, experience and proficiency to qualify as Independent Directors and are Independent of the management of the Company.

Familiarization Programme for Independent Directors

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a structured familiarization programme for its Independent Directors. The objective of this programme is to provide them with insights into the Companys operations, business model, industry landscape, and regulatory environment, as well as to apprise them of their roles, responsibilities, and rights as members of the Board.

These familiarization initiatives are conducted through various means, including presentations, interactive sessions with senior management, site visits, and regular updates on industry developments and regulatory changes, thereby enabling Independent Directors to contribute effectively to the governance of the Company.

Share Capital

During the year, there is no change in the Equity Share Capital of the Company in the Financial Year 2024-25.

Evaluation of Directors, Board and Committee

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under Clause 49 of the Equity Listing Agreement, the Board of Directors

("Board") has carried out an annual evaluation of its own performance, and that of its committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration

Committee ("NRC") reviewed the performance of the individual Directors. A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors. This was followed by a Board meeting that discussed the performance of the Board, its committees, and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairperson was also evaluated on the key aspects of his role.

Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013, and in compliance with Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, brief resume of all the Directors proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting. Apart from the above, there has been changes in Directors and KMP and the same has been provided in the Corporate Governance Report, which forms an integral part of this Report.

Board Committees

The detailed composition of the mandatory Board Committees namely the Audit

Committee, the Nomination and Remuneration Committee, and the Stakeholders

Relationship Committee along with the number of meetings held during the financial year under review, and other relevant information, are provided in the Corporate Governance Report, which forms an integral part of this Report.

Remuneration Committees

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel, and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

Increase in Managerial Remuneration

During the financial year 2024-25, the remuneration of managing Director which is provided below:

Name of Director	Designation	Remuneration
Anil Thukral	Director	12,00,000

Insider Trading Regulations

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Company has formulated and implemented a comprehensive Code of Conduct for Prevention of Insider Trading. This Code governs the conduct of Directors,

Officers, designated persons, and other employees to ensure that trading in the Companys securities is carried out in a fair and transparent manner.

As part of this framework, the Company has also adopted the concept of Trading Window Closure, aimed at preventing trading in the Companys securities during periods when there is access to unpublished price sensitive information (UPSI). The Trading Window is periodically closed and reopened in accordance with regulatory requirements and internal policies, thereby reinforcing the Companys commitment to uphold market integrity and investor confidence.

Insurance and Risk Management

The Company has constituted a Risk Management Committee (RMC) which has been entrusted with responsibility to assist the Board in

a) Overseeing the Companys risk management process and controls, risk tolerance and capital liquidity and funding. b) Setting strategic plans and objectives for risk management and review of risk assessment of the Company

c) Review the Companys risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks.

The Committee has also approved and adopted Risk Committee Charter. The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the Act) and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Board takes responsibility for the overall process of risk management in the organization. Through Enterprise Risk Management programme, Business Units and Corporate functions address opportunities and the attendant risks through an institutionalized approach aligned to the Companys objectives. This is facilitated by internal audit. The business risk is managed through.

Cross functional involvement and communication across businesses. The results of the risk assessment and residual risks are presented to the senior management. Prior to constituting the RMC, the Audit Committee was reviewing business risk areas covering operational, financial, strategic, and regulatory risks.

Employees Stock Option Scheme

During the year under review, the Company has not issued any ESOPs.

Statutory Auditors

M/s V.K. Sehgal & Associates, Chartered Accountants, (FRN: 011519N), 201- Harsha Bhawan, 64-65, Nehru Place, New Delhi-110019 were re-appointed as Statutory Auditors of the Company for a period of 5 years and to hold office from the conclusion of 40^th Annual General Meeting of the company up to the 45^th AGM which will be held in calendar year 2028 and in this regard the board of directors and audit committee of the Company be and are hereby authorized to fix their remuneration plus travelling and other out of pocket expenses incurred by them in connection with statutory audit or continuous audit and also such other remuneration, as may be decided to be paid by the Board of Directors and Audit Committee of the Company, for performing duties other than those referred to herein above.

Independent Auditors Report

The Auditors in their report have referred to the notes forming parts of Accounts. The said notes are self-explanatory but need to require some clarification about the Companys ability to continue going concern basis, as per Auditors Report.

The auditor had made the qualification in their report that the company has not provided for the retirement benefits and hence the profit of the company is overstated to the extent of provision amount. However, in absence of adequate information and actuarial valuation report we cannot quantify the amount.

In this regard it is to hereby submit that the Company acknowledges the observation made by the Statutory Auditors regarding non-provisioning for retirement benefits.

The Company would like to clarify that the number of employees currently employed by the Company is less than 10.

Furthermore, due to the non-applicability of the Payment of Gratuity Act, 1972 (which becomes applicable only if the number of employees is 10 or more), and considering the absence of long-term service by the employees, the Company has not obtained an actuarial valuation during the year.

However, the management remains committed to complying with applicable laws and will reassess the requirement for actuarial valuation and provisioning if the workforce increases or the applicability criteria are met in future.

Internal Auditors

M/s APJ & Company, Chartered Accountants, has been appointed in your company for the purpose of Internal Audit for the Financial Year 2023-24. Your board of directors has reappointed M/s APJ & Company, Chartered Accountants as internal auditor for the Financial Year 2024-25.

Secretarial Audit and the Appointment of Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Priyanka Agarwal, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith in the form of MR-3.

Cost Audit

The cost audit is not applicable on our company.

Buy Back of Shares

The Company has not made any offer to Buy Back of its shares, during the year under review.

Particulars of Employees

No employee of the Company is covered under section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended to date.

Conservation Of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

Informations furnished in Annexure "1" and forms part of this report.

Report On Corporate Governance

As stipulated by clause 49 of the Listing Agreement, the Report on Corporate Governance is given separately in this Annual Report. The Certificate of Priyanka Agarwal, Company Secretaries, regarding the Compliance of Clause 49 of the Listing Agreement is enclosed herewith and form part of Directors Report.

Web Link of Annual Return If Any

The Extract of the annual return in the form of MGT-9 is available on the Company website i.e., www.mflindia.co.in.

Corporate Governance

Pursuant to Schedule V of the SEBI Regulation the following Reports/Certificates form part of the Annual Report.

? The Report on Corporate Governance.

? The Certificate duly signed by Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2025, as submitted to the Board of Directors at their meeting held on July 1 2025.

? The declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the Companys Code of Conduct.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit

Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

Compliance with Provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received and disposed off any complaint of sexual harassment during the financial year 2024-25. Also, there no cases pending for a period exceeding ninety days.

Directors Responsibility Statement

In accordance with the provisions of section 134(5) the Board confirms and submits the

Directors Responsibility Statement:

a. In the preparation of the annual accounts for the financial year ended 31 March 2025 the applicable accounting standards had been followed and there are no material departures therein;

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year on 31 March 2025 and of the profit and loss of the company at the end of the financial year on 31 March 2025.;

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

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors, as the company is listed had laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively during the financial year ended 31 March 2025; and f. "Internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of the frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

g. 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 throughout the financial year ended 31 March 2025

Acknowledgement

The Directors acknowledge with gratitude the support given to the Company by the dealers, customers and suppliers, shareholders and investors who indeed deserve a special mention for their faith and confidence reposed by them in the Company.

		By Order of the Board
		MFL India Limited
	Sd/-	Sd/-
Place: New Delhi	(Anil Thukral)	(Jafar Ahamed)
Date: 01.07.2025	Managing Director	Director
	DIN 01168540	DIN- 06447145