Your Directors are pleased to present the 35th Annual Report along with the Audited Financial Statement
of the Company for the financial year ended on March 31,2024.

1. FINANCIAL RESULTS

The summarized Financial results are as under:

(Rupees inThousand)

2. OPERATIONS:

Due to higher cost, the demand continued to be subdued during the year. The company has earned a meagre
profit due to cost control measures initiated by the Board. The demand continues to be subdued during the
current year.

3. DIVIDEND :

In the view of the meagre profit, your Board does not recommend any dividend.

4. CONSERVATION OF ENERGY. TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNING
& OUTGO:

The Company has no activities requiring disclosures relating to conservation of
Energy etc. The Technology is indigenous based on hand process. During the year under
review the earnings in Foreign Currency was Rupees NILand the Expenditure in Foreign Currency
was Rs. 43996.08 in thousand as Under :

(I) CIFValueofimports : Rs.43996.08(inthousand)

(II) Travelling Expenses : Nil

5. EXTRACT OF ANNUAL RETURN:

The Copy of annual return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 will be
placed on the website of the company www.eilaroup.co.in

6. DIRECTOR AND KEY MANAGERIAL PERSONNEL:

Sri Gopal Das Sarda (DIN 00565666) retires by rotation at the forthcoming Annual General Meeting and being
eligible offers himself for re-appointment.

Sri Shibnath Mazumdar has ceased to be a Director of the Company w.e.f. 1⁸¹ April 2024 on expiration of his 2"^a
term appointment as an independent Director. The Board place on record a note of appreciation for the
valuable services rendered by him during his tenure as Director of the Company.

At the meeting held on 18^lh June 2024, Ms Sathy Sadeesh Kumar (DIN 10671091) was appointed as additional
Director to hold office as independent Director to hold office up to the date of forthcoming Annual General
Meeting. It is prepared to appoint her as independent Director for a period of 5(five) years w.e.f from 18^lh June
2024 to 17'^h June 2029. A notice has been received to prepare her for appointment as Director.

The Company has received declaration from all the independent Director under section 149 (7) of the
Companies Act,2013 confirming that the meeting has criteria of independence as prevailed in section 149( 6)
of the Companies Act, 2013. Record with Regulation 16(1) (b) of the Securities and Exchange Board of India
(using obligations and Disclosure Requirements) Regulations, 2015. All the independent Directors have
registered themselves on independent Directors Data Bank.

As stipulated in the para VII of schedule IV regarding code of independent Directors under the Companies Act
,2013 and SEBI( LODR) Regulations, 2015,one separate meeting of independent Directors was held during
the year.

The Board recommend appointment of Ms Sathy Sadeesh Kumar and re-appointment of Sri Gopal Das Sarda
for the concentrations of the members of the Company at the ensuring Annual General Meeting. The relevant
details involving profile of Ms Sathy Sadeesh Kumar and Sri Gopal Das Sarda are included separately in the
notice ofthe Annual General Meeting.

During the year the Company had the following Key Managerial Personnel:

• Sri Gopal Das Sarda - Whole time Director

• Sri Aditya Sarda - Promoter Non-Executive Director

• Smt Brijlata Sarda - PromoterNon-Executive Director

• Sri Shibnath Mazumdar- Independent Director (Ceased on 01.04.2024)

• Sri Debashish Dutta - Independent Director

• SriSudipKundu - Independent Director

• SriAnup Kumar Saha - Chief financial officer

• SmtNeetu Khandelwal - Company Secretary

7. BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements)
Regulation, 2015, the Board has carried out an evaluation of its own performance, the directors individually as
well as the evaluation ofthe working of its Audit Committee and Nomination and Remuneration Committee.
During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of
^ its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out^

through a structured evaluation process covering various aspects of the Boards functioning such as
composition of the Board & committees, experience & competencies, performance of specific duties &
obligations, attendance of the meetings, governance issues etc. Separate exercise was carried out to
evaluate the performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent judgment,
safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman

and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the

Board and its Committees with the Company.

8. REMUNERATION POLICY:

The terms of reference / role of the Nomination and Remuneration Committee is to determine the
Company's policy on the remuneration package of its Executive Directors and to determine and approve
the terms & conditions and remuneration package of its Executive Directors, including revision thereof from
time to time, and to deliberate on and decide matters incidental thereto or consequential thereof.

9. MEETINGS:

The details of the Board Meetings and General Meetings are given inAnnexure 'A'.

10. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement,
it is hereby confirmed:

(a) That in the preparation of Annual Accounts, the applicable Accounting Standard has been
followed.

(b) That the Directors 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 as on 31^5lMarch 2024 and the Profit and Loss for that period.

(c) That the Directors have taken proper and sufficient care for maintenance of adequate accounting
Records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of
the Company and for preventing and detecting frauds and other irregularities.

(d) That the Directors have prepared the Annual Accounts on Going Concern Basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper system to ensure compliance with the provisions of all applicable
laws and that such system were adequate and operating effectively.

11. AUDIT COMMITTEE:

The mmnnsitinn of the Audit Committee is as under

During the year4 meetings of the Audit Committee was held on : 27-05-2023, 07-08-2023, 08-11-2023 &
08-02-2024

12. NOMINATION AND REMUNERATION POLICY :

The composition of the Nomination and Remuneration Committee is as under :-

During the year one meeting of the Nomination and Remuneration Committee was held on : 27-05-2023

13. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Mr. Debashish Dutta Independent non-executive director is the Chairman of the Committee.

Mr. Gopal Das Sarda & Shibnath Mazumdar are the member of the Committee. Terms of Reference of the
Stakeholders Relationship Committee has been revised as per the guidelines set out in the listing agreement
with the BSE Ltd. and the Companies Act, 2013 which inter alia include looking into the security holders
grievance, issue of duplicate shares, exchange of new share certificates, recording dematerialization of
shares and related matters.

During the year 3 meetings of the Stakeholders Relationship Committee was held on : 10-05-2023, 07-08¬
2023 & 15-03-2024. - All the members has attended the meeting.

14. RELATED PARTY TRANSACTION:

All Related Party Transactions that were entered into during the financial year were on arm's length basis
and were in the ordinary course of business. There are no materially significant related party transactions
made by the Company with Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the Company at large. Your Directors draw attention of the members to
Notes to the financial statement which sets out related party disclosures.

15. CODE OF CONDUCT:

The Company has a Code of Conduct which is applicable to directors and management personnel of the
Company. The Company believes in conducting business in accordance with the highest standards of
business ethics and complying with applicable laws, rules and regulations.

The Code lays down the standard procedure of business conduct which is expected to be followed by the
directors and management personnel in their business dealings and in particular on matters relating
integrity in the work place, in business practices and complying with applicable laws etc.

All the directors and management personnel have submitted declaration confirming compliance with the
code.

16. ISSUE OF SHARES :

During the Financial year ended 31st March, 2024:

i) The Company has not granted any Employees Stock Option.

ii) The Company has not issued any Sweat Equity Shares.

iii) The Company has not issued any equity shares with differential rights.

iv) The Company has not allotted any bonus issue during the year.

17. PUBLIC ISSUE:

During the year under review your Company has not issued any securities to the public.

18. PUBLIC DEPOSIT :

During the Yearthe Company has not accepted any Depositfrom the Public, within the meaning, of section
73 of the Companies Act, 2013.

19. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN

AND SECURITIES PROVIDED:

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the
purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided
in the financial statement.

20. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE
COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The required details are provided in Annexure 'B' annexed to this Report.

21. INFORMATION AS PER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE
5(2) & 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL ) RULES, 2014 AND FORMING PART OF THE DIRECTORS¹ REPORT FOR THE
YEAR ENDED 31^st MARCH, 2024:

The required details are provided in Annexure 'C' annexed to this Report.

22. RISK MANAGEMENT POLICY:

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has
adopted a Risk management Policy of the Company. The Company manages, monitors and reports on the
principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal
Controls Management and Assurance Frameworks and processes to drive a common integrated view of
risks, optimal risk mitigation responses and efficient management of internal control and assurance
activities. This integration is enabled by all three being fully aligned across Group wide Risk Management,
Internal Control and Internal Audit methodologies and processes.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism
for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower
policy under which the employees are free to report violations of applicable laws and regulations and the
Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force
which operates under the supervision of the Audit Committee. Employees may also report to the Chairman
of the Audit Committee. During the year under review, no employee was denied access to the Audit
Committee.

24. CORPORATE GOVERNANCE:

The Paid up equity share capital of the company is not exceeding rupees ten crores and net worth is not
exceeding rupees twenty five crores, as on the last day of the previous financial year, the corporate
governance provisions of SEBI (LODR) Regulation, 2015, are not applicable to the company.

25. CORPORATE SOCIAL RESPONSIBILITY

The Provision related to Corporate Social Responsibility are not applicable on the company during the
year.

26. PREVENTION OF INSIDERTRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The Code requires
preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares
by the Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is closed. All the
Board of Directors and designated employees have confirmed compliance with the Code.

27. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements.

During the year, such controls were tested and no reportable material weakness in the design or operation
were observed. During the year the company appointed M/s KM Tapuriah & Co. Chartered Accountants (Firm
Registration Number 314043E) as an internal auditor. The firm is authorized to by the Audit Committee to
access the adequacy and compliance of internal control process, statutory requirements etc. The Audit
Committee met regularly to review reports submitted by the Internal Auditor. The Audit Committee upon
discussion with internal auditor set up applicable control measures for the Company.

28. STATUTORY AUDITORS:

At the 33'“ Annual General Meeting of the Company held on 15th September 2022, M/s. R C Jhawer & Co.,
Chartered Accountants (Firms Registration No. 310068E) were appointed as Statutory Auditors of the
Company to hold office from the conclusion of 33rd Annual General Meeting till the conclusion of 38“’ Annual
General Meeting. They have confirm that they are eligible to continue as Auditors of the Company.

The Notes of financial statement referred to in the Auditors' Report are self-explanatory and do not call for any
further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

29. SECRETARIAL AUDITORS:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Ms. Dipika Jain, a whole
time Company Secretary in practice having Membership No. A50343, to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report for the financial year ended March 31,2024 is annexed herewith to this
Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

30. MATERIAL CHANGES:

There are no material changes and commitments affecting the financial position of the company have accured
between the date financial year of the Company and date of the report. There is no change in the nature of
business of the Company.

31. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s
policy requires the conduct of all operations in such manner to ensure safety of all concerned, compliance of
statutory and industrial requirements for environment protection and conservation of natural resources to the
extent possible.

32. SUBSIDIARY COMPANY:

The Company has no Subsidiary, Associates or Joint Ventures.

33. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS :

There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company's operations in future.

34. LISTING:

The Equity Shares of the company as listed at BSE Ltd. Its Scrip code is 526574. The company has paid
listing fees for the FY 2024-2025.

35. GENERAL :

Your Director further state that during the year under review, there was no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. ACKNOWLEDGEMENT:

For and on behalf of the Board, the Directors wish to place on record their sincere appreciation for the
Support and continued co-operation received from Banks, SEBI, Shareholders, customers, and all the
staffs of the Company during the year.

Reaistered Office:

awa. ^bY Order of the Board

"MALAYALAY" „ „ ,

i ikmt k \ For ENTERPRISE INTERNATIONAL LTD.

UNIT NO. 2A(S), 2nd Floor,

3, Woodburn Park,

Kolkata - 700 020

GOPAL DAS SARDA

CIN : L27104WB1989PLC047832 Chairman

Dated : 09th August, 2024 (Din No.: 00565666)