MFL India Ltd Directors Report

To

The Members,

Your directors have pleasure in presenting the 41^st Annual Report of the Company together with Audited Accounts and the Auditors Report of your Company for the financial year ended on 31^stMarch 20 24. 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^stMarch 202 4 isas follows:

Financial Results

(Amounti n Lakh)

Particulars	2023-24	2022-23
Sales, other income & prior period income	5387.77	1380.15
Expense	5633.37	1379.74
Profit/(Loss) before exceptional and extraordinary items	(245.60)	0.40
Exceptional items	-	-
Extraordinary items	-	-
Profit/(Loss) before taxation	(245.60)	0.40
Less: Current Tax	0	0
Earlier Year Tax	0	0
Add: Deferred Tax /tax paid / adjustments made earlier year	0	0
Profit/(Loss) for the period from continuing operations	(245.60)	0.40
Profit/(Loss) for the period from discontinuing operations	-	-
Tax expenses of discontinuing operations.	-	-
Profit/(Loss) for the period	(245.60)	0.40

Financial Performance (Amount in Lakhs)

For the financial year ended March 31, 2024, your Company suffer Loss before Tax of Rs. 245.60 against Profit of Rs. 0.40 in the previous financial year. The total income for the year under consideration is Rs. 5387.77 and total expenditure is Rs. 5633.37.

Number of Board Meeting

Eight 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
27/05/2023	4	4
19/06/2023	4	4
14/07/2023	4	4
14/08/2023	4	4
11/09/2023	4	4
14/11/2023	4	4
13/02/2024	4	4
28/03/2024	4	4

Dividend

Due to the requirement of fund, your director has not declared any dividend during the financial year ended 31^stMarch 202 4.

Segment wise performance

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

Outlook

MFL India Limited is a premier transport and Logistics Company with Pan-India coverage. Company is on track to achieve its expansion objectives. There is a tremendous demand for Logistics in India. Hence, MFL India Limited immediate focus will be to bridge this gap by ramping up capacities across the country. Your Company has since last few years taken initiatives to broaden its fleet base to minimize the risks and maximize the gains. In its effort in this regard, the Company has been adding more fleet for domestic operations. With expansion of fleet the Company would be in a better position to maximize its gains from the markets.

Internal Financial Controls

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the same and the work performed by the internal auditors, statutory auditors and external agencies and the reviews performed by Top Management team and the Audit Committee, your directors are of the opinion that your Companys Internal Financial Controls were not adequate and noteffective during the financial year 20 23-24. Further the statutory auditors of your company have also issued a report on internal control over financial reporting (as defined in section 143 of Companies Act 2013) for the financial year ended March 31, 2024, which forms part to the Statutory Auditors Report.

Corporate Social Responsibility

Upon review of the financial statements and relevant records, it has been determined that the company does not meet any of the criteria as mentioned under Section 135. Therefore, the provisions regarding the formation of a CSR committee, expenditure on CSR activities, and the reporting requirements under Section 135 do not apply to the company.

Risks and Concerns

The Board of Directors has put in place a Risk Management policy for the Company, which includes industry risks, quality risks, project risks and financial/ interest rate / liquidity risks and the structure, infrastructure, processes, awareness, and risk assessment / minimization procedures. The elements of the risk, which in severe form can threaten Companys existence, have been identified by the Board of Directors to mitigate the same.

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 Contractsor Arrangements with Related Parties

All contracts/ arrangements/ transaction entered by the Company during the financial year with related parties in the ordinary course of business and on arms length price basis. During the year the Company has entered contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, transaction description is provided in the Additional notes of Accounts.

Meeting of independent director

During the year under review, an annual Independent Directors meeting was convened on 9^th September, 2023 and 28^th March, 2024 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 Board as a whole,

? Performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors,

? Assessment of the quality, quantity, and timeliness of flow of information between the Company,

? Management and the Board that is necessary for the Board to Perform their duties effectively and reasonably,

Declaration by the Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, all the Independent Directors of your Company have given declaration that they have met the criteria of independence as required under the Act and the regulations.

Familiarization Programme for Independent Directors

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

Share Capital

During the year, there is no change in the Equity Share Capital of the Company in the Financial Year 2023-24.

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 committeesand 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, Mr. Anil Thukral, Managing Director, who retires by rotation and being eligible, has offered himself for re-appointment. 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 have been no changes in Directors and KMP.

Board Committees

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a 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 2023-24, the remuneration of managing Director which is provided below:

Name of Director	Designation	Remuneration
Anil Thukral	Director	12,20,000

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prohibition of insider trading, as approved by the Company. The Company has also adopted the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees, and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

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 continuegoing concern basis , as per Auditors Report. The auditor had made the qualification in their report and cast the doubt on the companys ability to continue as a going concern. In this regard it is to hereby submit that the directors of the company is striving for the continuous of the business operation of the company and in discussion with various strategical investors to infuse the fund into the business of the company and the directors are positive, the company will bring into the business in next couple of months.

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 2023-24.

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 M/s. Manoj Purvey & Associates, a practicing Company Secretary 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 ofShares

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 M/s. Manoj Purbey & Associates, Company Secretary in Practice, regarding the Compliance of Clause 49 of the Listing Agreement is enclosed herewith and form part of Directors Report.

Web Link of Annual Return IfAny

The Extract of the annual return in the form of MGT-9 is available on the Company web site 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, 2024, as submitted to the Board of Directors at their meeting held on August30 , 2024.

? 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 any complaint of sexual harassment during the financial year 2023-24.

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, 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 to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period. c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company. d. The directors had 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 that such internal financial controls are adequate and were operating effectively. 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.

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.