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.

Financial Highlights

(Rs. Tn Lakhs)

OPERATIONS

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.

SHARE CAPITAL

During the financial year under review there was no change in the Authorized, Issued, Subscribed,
and Paid-up 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 Company’s Shares are listed on BSE Limited, Mumbai.

DEMATERIALISATION OF SHARES

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.

DIRECTORS

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

BOARD MEETINGS

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.

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 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.

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, 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.

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 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.

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 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.

SECRETARIAL AUDIT REPORT

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.

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 MGT-9 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 Anti-Sexual
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: 14.08.2024

Sd/-

(P. Amresh Kumar)

Chairman & Managing Director