PFL Infotech Ltd

To

The Members

Your Directors take pleasure in presenting before you the 37^th Thirty Seventh Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^ March, 2024.

The total income of the company for the year ended 31 March 2024 amounted to Rs. 0.00 Lakhs as against Rs.1.89 Lakhs in the previous year. The company has incurred a loss of Rs. -569.46 Lakhs for the year against a net loss of Rs. -4.22 lakhs in the previous year. During the period under review an amount aggregating to Rs. 566.26 lakhs given as advances towards properties and shown under loans and advances has been written off since the company was unable to meet its obligations as per the terms and conditions of the said advances. Accordingly the said advances were forfeited by the respective parties and as such the said advances have been written off.

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

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”.

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”

The Company's Shares are listed on BSE Limited, Mumbai.

99.45% of the company's paid up Equity Share Capital is in dematerialized form as on 31^st March, 2024 and the balance 0.55 % is in physical form. The Company's 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.

Ms Sujana Kadiam, Independent Director, retires at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

The Board during the financial year 2023-24 met 4 (four) times. Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms part of the Board's Report.

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 non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive 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.

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.

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.

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, 2024, 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.

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.

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.

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

The Company's 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.

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

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 advance have been given despite the fact that the same have been stipulated.

Your Directors are making several efforts in this regard and are confident that the same would be recovered.

The secretarial auditors have commented that the company has not appointed a Company Secretary. Your Directors are making every effort to comply with the same at the earliest.

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

(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.

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

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as “Annexure - E”

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

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

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.

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