Pacheli Industrial Finance Ltd Directors Report

To,

The Members of

Pacheli Industrial Finance Limited,

Our Directors are pleased to present the 39^th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31^stMarch, 2024.

? FINANCIAL RESULTS

The Companys financial results for the financial year ended on the 31^stMarch, 2024 are as under:

Particulars	For the Year Ended
	31st March 2024	31st March 2023
	(Rs. In Lakhs)	(Rs. In Lakhs)
Total Revenue	106.847	-
Total Expenses	105.581	2.210
Profit Before Tax & Extra-ordinary Item	1.267	(2.210)
Less:(a)Extra-ordinary Item	-	-
(b)Tax Expenses (Current Tax)	0.744	-
(c)Deferred Tax	-	-
Profit/(Loss) from the period from continuing	0.523	(2.210)
operations

? RESERVES & PROVISIONS

The Company has not transferred any amount to general reserves.

3. DIVIDEND

The management believes that there would be need of funds to invest in future projects, to upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2023-24.

4. CHANGE IN NATURE OF BUSINESS

During the financial year under review, the Company was carrying on the business of providing consultancy services related to hotels, lodging houses and other multiple services. There was no change in the nature of business of the Company.

5. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The composition of Board of Directors and KMPs as on March 31, 2024 was as follows:

Name	Designation
1. Mr. Paras Nath Verma	Director/Managing Director
2. Mr. Luv Sharma	Independent Director
3. Mr. Raghav Gujral	Non-Independent Director
4. Mr. Promila Sharma	Independent Director
5. Mr. Harsh	Non-Independent Director
6. Mr. Alok Nath Singh	Company secretary
7. Mr. Mukesh Sah	Chief financial officer

During the year, following changes took place in the composition of Board of Directors and KMPs:

1. Mr. Harsh was appointed as an Additional (Executive) Director w.e.f 11.08.2023.

2. Mr. Mukesh Sah was appointed as Chief Financial Officer w.e.f. 30.05.2023.

3. Ms. Alok Nath Singh was appointed for the post of Company Secretary w.e.f 30.05.2023.

4. Mr. Pankaj Padam Chand Dhoot was resigned from Directorship w.e.f. 30.05.2023

Further, Mr. Harsh who were appointed as an Additional Directors on 11.08.2023 is proposed to be regularized and appointed as Directors in the ensuing Annual general meeting.

6. MEETINGS

The Board met five times during the financial year 2023-24. The dates on which meetings were held are 30-05-2023, 11-08-2023, 05-09-2023, 10-11-2023, 14-02-2024, The intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013.

7. LISTING STATUS

The Equity shares of the Company are listed on the Bombay Stock Exchange of India Limited

("The Exchange"). The Company has paid the Annual Listing Fee till date.

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund Authority).

9. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Company has received declaration from the Independent Director of the Company confirming that she met with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

10. PERFORMANCE EVALUATION

In pursuance of the provisions of the Act, the evaluation of performance of the Board as a whole, Committees of the Board, Directors individually and Chairperson of the Company was carried out for the Financial Year 2023-24. The performance of each Director has been evaluated by Nomination and Remuneration Committee.

11. DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

12. STATUTORY AUDITORS

M/s. G S A & ASSOCIATES LLP (Chartered Accountants) having FRN: 000257N/N500339 was appointed as Statutory Auditors at the Annual General Meeting held on May 28^th, 2024 for the period of Five (5)years. i.e. for the Annual General Meeting to be held in year 2028. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment. The Auditors Report has been annexed with this report, Auditors observations are self-explanatory, which do not call for any further clarifications.

13. DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds reported by auditors under sub-section (12) of section 143 which have occurred during the financial year2023-24.

14. SECRETARIAL AUDITOR

ACS Parul Agrawal, Company Secretaries in Practice conducted the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^stMarch, 2024 is annexed herewith as Annexure-A which forms a part of this Report.

The Secretarial Audit Report for the financial year ended 31^st March, 2024 contains certain qualifications and clarification by the Board are as follows: The management of the Company assure you to comply all the provisions of the applicable law in true spirit in future and is under process of making all the default good.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S186

The details of the loan given and investments made by the Company covered under the provisions of section186 of the Companies Act, 2013 are given in the notes to the financial statements. Further, the company has not given guarantee during the financial year.

16. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

U/S188(1)

The Company did not enter into a contract or transaction which would fall under the purview of Section 188.The particulars of contracts or arrangements with Related Parties for the Financial Year 2023-24 is annexed herewith to the Financial Statements in Form No AOC -2.

17. COMPANIES WHICH HAVE BECOME OR CEASEED TO BE SUBSIDIARIES,

JOINTVENTURES OR ASSOCIATES FOR THE COMPANY

The Company did not have any Subsidiary, Joint Venture or Associate Company at the end of the financial year.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL

POSITION OF THE COMPANY

There has been no material change or commitment, affecting the financial position of the Company which has occurred between March31, 2024 and the date of this report.

19. COMPOSITION OF VARIOUS COMMITTEES OF BOARD AS ON 31.03.2024

A. The Audit Committee met (4) times on 30-05-2023, 11-08-2023, 10-11-2023, 08-02-2024, and the composition is as follow:

Name of Member	Designation
1. Mr. Luv Sharma	Chairperson
2. Mrs. Promila Sharma	Member
3. Mr. Paras Nath Verma	Member

B. The NRC met (1) time on 30-05-2023 and the composition of Nomination & Remuneration committee is as follow:

Name of Member	Designation
1. Mrs. Promila Sharma	Chairperson
2. Mr. Luv Sharma	Member
3. Mr. Raghav Gujral	Member

C. The Stakeholder Grievance committee met (1) time on 16-10-2023 and the composition is as follow:

Name of Member	Designation
1. Mrs. Promila Sharma	Chairperson
2. Mr. Paras Nath Verma	Member
3. Mr. Raghav Gujral	Member

D. The Risk Management committee met (2) times on 05-07-2023, 02-11-2023, and composition is as follow:

Name of Member	Designation
1. Mr. Paras Nath Verma	Chairperson
2. Mrs. Promila Sharma	Member
3. Mr. Raghav Gujral	Member

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS

There was no such order passed against the company during the year.

21. PARTICULARS OF EMPLOYEES

In Compliance with the disclosures required under section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 ("Rules") relating to the remuneration and other details are as follows:

(i) The Ratio of the remuneration of each Director to the Median Remuneration of the Employees of the Company for the Financial Year Ended 31^st March 2024.

DIRECTORS	RATIO TO MEDIAN
	REMUNERATION
1 HARSH	NIL
2 LUV SHARMA	NIL
3 RAGHAV GUJRAL	NIL
4 PROMILA SHARMA	NIL
5 PARAS NATH VERMA	NIL

(ii) There has been no increase in remuneration of Directors and Chief Financial Officer. Also there was no increase in the salary of Company Secretary. (iii) The percentage increase in the median remuneration of employees in the financial year 2023-2024 : NIL

(iv) As on 31^st March 2024 total no of permanent employees on the roll of the Company: No Employees.

(v) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year cannot be compared with the percentile increase in the managerial remuneration as the managerial personnel were not paid any salary in the last financial year.

(vi) The key parameters for any variable component of remuneration availed by the Directors NIL

(vii)The Company affirms that the remuneration given to the employees is as per the remuneration policy of the Company. However, as per the provision of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting.

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Companys Independent Directors met on 18^th October 2023, without the attendance of Non-Independent Directors and Members of the Management.

23. DISCLOSURE UNDER RULES (2) & (3) OF THE COMPANIES (APPOINTMENT AND

REMUNERATION) RULES, 2014

No directors/employees of the Company were in receipt of amount exceeding remuneration as prescribed under Companies Act, 2013 and any other rules or the provisions ofRule5 (2) &(3) of The Companies (Appointment and Remuneration) Rules,2014.

24. FAMILIARIZATION PROGRAMME FOR INPENDENT DIRECTOR

In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. All new Independent directors inducted into the Board attend an

25. BUSINESS RISK MANAGEMENT

The prospects for the Companys business are dependent upon economic and industrial growth as well as resources available for implementation of liberalization policies of the Government. Adverse changes and delays of lack of funds can affect the business prospects of the Industry and the Company.

Risk Management is an integral part of the Companys business strategy. The Risk Management oversight structure includes Committees of the Board and Senior Management Committees. The

Risk Management Committee of the Board ("RMC") reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The RMC nurtures a healthy and independent risk management function to inculcate a strong risk management culture in the Company.

As part of the Risk Management framework, the management of Credit Risk, Market Risk, Operational Risk and Fraud Risk are placed under the Head-Risk, to ensure Integrated Risk Management for various Risks.

26. INTERNAL CONTROL SYSTEMS

The Companys internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Companys internal controls, including its systems and processes and compliance with regulations and procedures.

Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board which also reviews the adequacy and effectiveness of the internal controls in the Company. The Companys internal control system is commensurate with the size, nature and operations of the Company.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has vigil mechanism during the financial year. The Board of Directors are under discussion to derive a mechanism through which fraud risk, including corrective and remedial actions as regards people and processes can be determined and implemented.

28. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has kept a sharp focus on Employee

Engagement. The Companys Human Resources is commensurate with the size, nature and operations of the Company.

29. CORPORATE SOCIAL RESPONSIBILITY

The Company is not eligible for CSR as per provisions of Section 135 of the Companies Act, 2013.

30. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys for the FY 2023-2024.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is fully compliant with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

32. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company

33. ANNUAL RETURN

The Annual Return of the Company for the financial year 2023-24 shall be placed at its website: www.pifl.in.

34. REPORTING OF FRAUD BY AUDITOR

In terms of sub clause 3 (CA) of Section 134 and under sub-section 12 of Section 143 of Companies Act, 2013 there have been no frauds reported by the Auditors under sub-section (12) of the section 143 other than which are reportable to Central Government.

35. DEMATERIALIZATION OF SHARES

As on 31.03.2024 a total of 20,23,250/- equity shares representing 54.21% of the equity share capital have been dematerialized.

36. BRANCHES OF THE COMPANY

During the period under review, the Company doesnt have any branch office.

37. CORPORATE GOVERNANCE

Corporate Governance provisions i.e. Regulation 17 to 27 and clause (b) to (i) of sub-regulation (2) of Regulation 46 and Para C to E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 are not mandatory in respect of the Companies having paid up equity share capital not exceeding Rs. 10.00 cores and net-worth not exceeding Rs. 25.00 Crores as on the last day of the previous financial year. The Companys paid up equity share capital as on 31.03.2024 is Rs. 3.73 Crores which is less than Rs. 10.00 Crore and the Net worth is Rs.4.53 Crores which is less Rs.25.00 Crores.

38. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.

39. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUT GO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013, read with Companies(Accounts) Rules,2014:

(A) Conservation of Energy

1. Energy Conservation Measures Taken

Energy Conversation continues to receive major emphasis and is being systematically mentioned and corrective measures are taken whenever required immediately.

2. Additional investment, and proposals, if any, being implemented.

At present the company has no proposal to make any substantial investments for further reduction of consumption of energy. However, regular up-gradation of facilities is being done as and when required. The Company has been able to control its energy cost substantially.

Total Energy consumption & energy consumption per unit of Production in prescribed form-A

Particulars	31.03.2024	31.03.2023
Power & Fuel Consumption in respect of
1. Electricity, Power & Water amount	Nil	Nil

(B) Technology Absorption: The Company is carrying on Research and Development in a routine manner along with its manufacturing activities. The initiatives taken by the Company have resulted in lower cost of energy consumption. Company has already absorbed technology fully.

Research, Development and improvement of products are an in built and on-going activity within the existing manufacturing operations of the Company. Expenditure on R&D is not separately allocated and identified.

(C) Foreign Exchange Earnings & Outgo: The Company did not earn or spent any foreign exchange during the year under review.

40. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

41. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

OF THE COMPANIES ACT 2013.

Pursuant to Section 186(11) of the Companies Act, 2013 disclosure under Section 134 (3) (g) of the Companies Act, 2013 is not applicable on the Company.

42. CHNAGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE

COMPANY DURING THE YEAR

There have been no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this annual report.

43. ACKNOWLEDGMENT

The Directors gratefully acknowledge all stakeholders of the Company viz. financial institutions, Government Authorities customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees, executives, staff and workers of the Company for their unstinted commitment and continued contribution to the Company.

By order of the Board

For Pacheli Industrial Finance Ltd