PFL Infotech Ltd Directors Report

OPERATIONS

The total income of the company for the year ended 31st March 2025 amounted to Rs. 0.00 Lakhs as against Rs.0.00 Lakhs in the previous year. The company has incurred a loss of Rs. 34.75 Lakhs for the year against a net loss of Rs. 569.46 lakhs in the previous year.

CHANGE OF MANAGEMENT

Consequent to the Share Purchase Agreement dated 02 December 2024, takeover process and pursuant to the letter of offer dated 8^th July 2025 as per the provisions of SEBI (Substantial Acquisition of Shares and Takeover Regulations), 2011, Sri Param Nand Chand, has acquired the shares from the existing promoters, Sri P Amresh Kumar and P Srikanth, thus becoming the Promoter of the company. The acquisition process as per the SEBI (SAST) Regulations was completed by 14^th August 2025 which was also reported to SEBI and the Bombay Stock Exchange on 14^th August 2025.

Accordingly, Sri P Amresh Kumar and P Srikanth cease to be the promoters of the company.

SHARE CAPITAL

During the financial year under review there was no change in the Authorized, Issued, Subscribed, and Paidup Capital of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, corporate governance report with auditors certificate thereon and management discussion and analysis are attached, which form part of this report “Annexure A”.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as part of this Annual Report as “Annexure B”.

Certificate from the Statutory Auditors of the company M/s. Samudrala K & Co LLP, Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as part of this report as “Annexure C”

LISTING WITH STOCK EXCHANGES

The Companys Shares are listed on BSE Limited, Mumbai.

DEMATERIALISATION OF SHARES

99.45% of the companys paid up Equity Share Capital is in dematerialized form as on 31^st March, 2025 and the balance 0.55 % is in physical form. The Companys Registrars are M/S Big Share Services Pvt Ltd, 306, Right Wing, 3rd Floor, Amrutha Ville, Opp. Yashoda Hospital, Raj Bhavan Road, Somajiguda, Hyderabad, Telangana 500 082.

DIRECTORS

Appointment/Reappointment/Resignation of Directors/KMP of the Company Directors

Sri Param Nand Shah and Smt Kirti Chan were appointed as NonExecutive NonIndependent Directors at the Board Meeting held on 16^th April 2025 and their term ends at the ensuing Annual General Meeting. Since they are eligible to be appointed, it is proposed to regularize their appointment as NonExecutive NonIndependent Directors of the company

Sri Pankaj Jain and Vipin Shantilal Champwat were appointed as Nonexecutive Independent Directors of the Company at the Board Meeting held on 4^th September 2025 and their term ends at the ensuing Annual General Meeting. Since they are eligible to be appointed, it is proposed to regularise their appointment as Nonexecutive Independent Directors of the company for a period of 3 years.

Sri Abhinandan Jain, has resigned as Independent Director w.e.f. 4^th September 2025 due to preoccupation. Smt Sujana Kadiam, has resigned as Chairperson and Independent Director w.e.f. 4^th September 2025 due to preoccupation.

KEY MANAGERIAL PERSONNEL

Ms. Anmol Sunil Agarwal, was appointed as Company Secretary and Compliance Officer of the Company with effect from 02^nd April, 2025.

BOARD MEETING

The Board during the financial year 202425 met 5 (five) times. Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms part of the Boards Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 (“SEBI Listing Regulations”).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director 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 Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of nonindependent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

STATUTORY AUDITORS

M/S Samudrala K & Co LLP, Chartered Accountants, have expressed their willingness and confirmed that they are eligible to be appointed as Statutory Auditors of the company. Hence, it is proposed to reappoint M/S Samudrala k & Co LLP , Chartered Accountants, as statutory auditors of the company at the ensuing Annual General Meeting for a period of One year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b)They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

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)They have prepared the annual accounts on a going concern basis; e) They have laid down internal financial controls in the company that are adequate and were operating effectively. f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

RISK MANAGEMENT POLICY OF THE COMPANY

The Company has formulated and adopted a risk management policy at its Board Meeting. As per the policy, the management continues to review and assess the risk and also the steps for mitigating the same.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility do not apply to the company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in

Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

Auditors Report

The Statutory Auditors in their report have opined that the schedule of repayment has not been adhered to by some of the parties to whom loans and advances have been given despite the fact that the same have been stipulated.

Your Directors are making several efforts in this regard and are able to recover part of the loan amount and are confident that the balance loan amount would be recovered.

SECRETARIAL AUDIT REPORT

The secretarial auditors have commented that the company has not paid arrears of Income Tax.

COST AUDITORS AND THEIR REPORT

The company is not required to comply with this requirement since the company is not engaged in any manufacturing activities.

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

(A) The operations of the company are not power intensive nevertheless the company continues its efforts to minimize energy wherever practicable by economizing on the use of power at the offices. (B) Technology absorption NIL

(C) Foreign exchange earnings NIL

(D) Foreign exchange outflow NIL

RELATED PARTY TRANSACTIONS

There were no transactions which have been entered into with related parties of the Directors or the Key Managerial Personnel of the company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT9 is annexed herewith as “Annexure E”

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

There are no women employees in the company. However, the Company has in place an AntiSexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 are not applicable since the directors are not drawing any salary from the company as the company does not have any operations. The directors are paid a sitting fee only for attending board meetings. The details of the sitting fee and other perks are mentioned in the corporate governance report.

ACKNOWLEDGEMENTS

Your directors take this opportunity to express their sincere thanks and place on record their appreciation of the continued assistance and cooperation extended to the company by its bankers, government and semi government departments, customers, marketing agents and suppliers and in particular Shareholders for the confidence reposed in the company. Your directors also thank all the employees of the company for their dedicated service. For and on behalf of the Board of Directors Place: Hyderabad For PFL Infotech Limited Date: 04.09.2025

Sd/(P. Amresh Kumar) Managing Director