Directors Report of MFL India Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 42^nd Annual Report of the Company together with Audited Accounts and the Auditor’s Report of your Company for the financial year ended on 31^st March 2025.

MFL India Limited is a leading logistics company having operations PAN- India. Your company offers various services to clients such as transportation & trucking and successfully operates in the country.

MFL India Limited is firmly built on belief of offering unmatched quality services, driven by strong expertise and experience in providing customized and personalized services.

The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013, guidelines issued by the Securities and Exchange Board of India (SEBI) and the Generally Accepted Accounting Principles (GAAP) in India. Our Management accepts responsibility for the integrity and objectivity of these financial statements, as well as for the various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner and reasonably present our situation, profits, and cash flows for the year.

The summarized financial performance for the year ended 31^st March 2025 is as follows:

Financial Results (Amount in Lakh)
Particulars	2024-25	2023-24
Total Income	5275.44	5387.77
Total Expense	5257.73	5633.37
Profit/(Loss) before exceptional and extraordinary items	17.70	(245.60)
Exceptional items	-	-
Extraordinary items	-	-
Profit/(Loss) before taxation	17.70	(245.60)

Less: Current Tax	0	0
Earlier Year Tax	0	0
Add: Deferred Tax	59.35	0
Tax paid / adjustments made earlier year	41.06	0
Profit/(Loss) for the period from continuing operations	(82.71)	(245.60)
Profit/(Loss) for the period from discontinuing operations	-	-
Tax expenses of discontinuing operations.	-	-
Profit/(Loss) for the period	(82.71)	(245.60)

Financial Performance (Amount in Lakhs)

For the financial year ended March 31, 2025, your Company suffer Loss before Tax of Rs. 82.71 against loss of Rs. 245.60 in the previous financial year. The total income for the year under consideration is Rs. 5275.44 and total expenditure is Rs. 5257.73 as compared to total income of Rs. 5387.77 and total expenditure of Rs. 5633.37.

Number of Board Meeting

Seven Board Meetings were held during the year, as against the minimum requirement of five meetings.

The details of Board Meetings are given below:

Date	Board Strength	No of Director’s Present
30 Apr 2024	4	4
30 May 2024	4	4
14 Aug 2024	4	4
30 Aug 2024	4	4
28 Sept 2024	4	4

14 Nov 2024	4	4
12 Feb 2025	4	4

Dividend

Due to suffered loss, your company has not declared any dividend during the financial year ended 31^st March 2025.

Segment wise performance

The Company currently operates in only one segment i.e., Transportation/Trucking, and therefore, has no separate reportable segments.

Outlook

MFL India Limited is a leading transport and logistics company with a strong Pan-India presence. The Company remains firmly on track to achieve its strategic expansion objectives, in line with the growing demand for efficient and reliable logistics solutions across the country. Recognizing the significant opportunities in the Indian logistics sector, the Company''s immediate focus is on bridging the existing service and capacity gaps by scaling up its operational footprint nationwide.

Over the past few years, the Company has undertaken several initiatives aimed at broadening its fleet base, thereby mitigating operational risks and enhancing profitability. As part of this ongoing effort, MFL India Limited has been consistently augmenting its fleet capacity to strengthen domestic operations. This fleet expansion is expected to further enhance the Company’s ability to capture emerging market opportunities and improve overall operational efficiency and service delivery.

Internal Financial Controls

The Company has established and maintained a framework of internal financial controls and compliance mechanisms. These systems have been subject to review through the work performed by internal auditors, statutory auditors, external agencies, and oversight by the Top Management and the Audit Committee.

Based on these reviews and evaluations, the Board of Directors is of the opinion that the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2025.

Furthermore, the statutory auditors of the Company have issued a report on the internal control over financial reporting in accordance with Section 143 of the Companies Act, 2013,

for the financial year ended March 31, 2025. This report forms part of the Statutory Auditors’ Report.

Corporate Social Responsibility

Upon a detailed review of the Company’s financial statements and other relevant records, it has been determined that the Company does not meet any of the thresholds prescribed under Section 135 of the Companies Act, 2013. Accordingly, the provisions relating to the constitution of a Corporate Social Responsibility (CSR) Committee, the incurrence of expenditure on CSR activities, and the associated reporting requirements are not applicable to the Company for the financial year.

Risks and Concerns

The Board of Directors has established a comprehensive Risk Management Policy for the Company, encompassing key risk areas including industry-specific risks, quality risks, project execution risks, and financial risks such as interest rate and liquidity exposure. The policy outlines the organizational structure, infrastructure, processes, and awareness initiatives necessary for effective risk identification, assessment, and mitigation.

The Board has also identified certain critical risk elements that, in their most severe form, could potentially threaten the Company’s continuity. Appropriate risk minimization measures have been implemented to proactively address and mitigate these threats.

Deposits

During the year under review, the Company has not accepted any deposits covered within the meaning of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Contracts or Arrangements with Related Parties

All contracts, arrangements, and transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and conducted on an arm’s length basis, in compliance with the applicable provisions of the Companies Act, 2013 and relevant regulations.

During the year, the Company has entered into certain related party transactions that are considered material in accordance with the Company’s Policy on Materiality of Related Party Transactions. Detailed disclosures of such transactions, including their nature, value, and terms, are provided in the Additional Notes to the Financial Statements.

Meeting of independent director

During the year under review, an annual Independent Directors meeting was convened on 13^th March, 2025 to review the performance of the Non-Independent/ Non-Executive Directors including the Chairman of the Board and performance of the Board as a whole. The Non- Independent Directors did not take part in the meeting. In accordance with the Listing Regulations, following matters were, inter alia, discussed in the meeting:

• Performance of Non-Independent Directors and the Board as a whole;

• Performance of the Chairman of the Company, after considering the views of both Executive and Non-Executive Directors;

• Assessment of the quality, adequacy, and timeliness of flow of information between the Management and the Board, which is necessary for the Board to effectively discharge its duties and responsibilities.

Declaration by the Independent Directors

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company are registered in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs (“IICA”) and unless exempted, have also passed the online proficiency self-assessment test conducted by IICA. The Board of the Company after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, experience and proficiency to qualify as Independent Directors and are Independent of the management of the Company.

Familiarization Programme for Independent Directors

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a structured familiarization programme for its Independent Directors. The objective of this programme is to provide them with insights into the Company’s operations, business model, industry landscape, and regulatory environment, as well as to apprise them of their roles, responsibilities, and rights as members of the Board.

These familiarization initiatives are conducted through various means, including presentations, interactive sessions with senior management, site visits, and regular updates on

industry developments and regulatory changes, thereby enabling Independent Directors to contribute effectively to the governance of the Company.

Share Capital

During the year, there is no change in the Equity Share Capital of the Company in the Financial Year 2024-25.

Evaluation of Directors, Board and Committee

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under Clause 49 of the Equity Listing Agreement, the Board of Directors (“Board”) has carried out an annual evaluation of its own performance, and that of its committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual Directors. A separate meeting of Independent Directors was also held to review the performance of NonIndependent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, considering the views of Executive Directors and NonExecutive Directors. This was followed by a Board meeting that discussed the performance of the Board, its committees, and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution 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 Chairperson was also evaluated on the key aspects of his role.

Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013, and in compliance with Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, brief resume of all the Directors proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting. Apart from the above, there has been changes in Directors and KMP and the same has been provided in the Corporate Governance Report, which forms an integral part of this Report.

Board Committees

The detailed composition of the mandatory Board Committees—namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders’ Relationship Committee—along with the number of meetings held during the financial year under review, and other relevant information, are provided in the Corporate Governance Report, which forms an integral part of this Report.

Remuneration Committees

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel, and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

Increase in Managerial Remuneration

During the financial year 2024-25, the remuneration of managing Director which is provided below:

Name of Director	Designation	Remuneration
Anil Thukral	Director	12,00,000

Insider Trading Regulations

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Company has formulated and implemented a comprehensive Code of Conduct for Prevention of Insider Trading. This Code governs the conduct of Directors, Officers, designated persons, and other employees to ensure that trading in the Company’s securities is carried out in a fair and transparent manner.

As part of this framework, the Company has also adopted the concept of Trading Window Closure, aimed at preventing trading in the Company’s securities during periods when there is access to unpublished price sensitive information (UPSI). The Trading Window is periodically closed and reopened in accordance with regulatory requirements and internal policies, thereby reinforcing the Company’s commitment to uphold market integrity and investor confidence.

Insurance and Risk Management

The Company has constituted a Risk Management Committee (RMC) which has been entrusted with responsibility to assist the Board in

a) Overseeing the Company’s risk management process and controls, risk tolerance and capital liquidity and funding.

b) Setting strategic plans and objectives for risk management and review of risk assessment of the Company

c) Review the Company’s risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks.

The Committee has also approved and adopted Risk Committee Charter. The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the Act) and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Board takes responsibility for the overall process of risk management in the organization. Through Enterprise Risk Management programme, Business Units and Corporate functions address opportunities and the attendant risks through an institutionalized approach aligned to the Company’s objectives. This is facilitated by internal audit. The business risk is managed through.

Cross functional involvement and communication across businesses. The results of the risk assessment and residual risks are presented to the senior management. Prior to constituting the RMC, the Audit Committee was reviewing business risk areas covering operational, financial, strategic, and regulatory risks.

Employees Stock Option Scheme

During the year under review, the Company has not issued any ESOPs.

Statutory Auditors

M/s V.K. Sehgal & Associates, Chartered Accountants, (FRN: 011519N), 201- Harsha Bhawan, 64-65, Nehru Place, New Delhi-110019 were re-appointed as Statutory Auditors of the Company for a period of 5 years and to hold office from the conclusion of 40^th Annual General Meeting of the company up to the 45^th AGM which will be held in calendar year 2028 and in this regard the board of directors and audit committee of the Company be and are hereby authorized to fix their remuneration plus travelling and other out of pocket expenses incurred by them in connection with statutory audit or continuous audit and also such other remuneration, as may be decided to be paid by the Board of Directors and Audit Committee of the Company, for performing duties other than those referred to herein above.

Independent Auditor’s Report

The Auditors in their report have referred to the notes forming parts of Accounts. The said notes are self-explanatory but need to require some clarification about the Company’s ability to continue going concern basis, as per Auditor’s Report.

The auditor had made the qualification in their report that the company has not provided for the retirement benefits and hence the profit of the company is overstated to the extent of provision amount. However, in absence of adequate information and actuarial valuation report we cannot quantify the amount.

In this regard it is to hereby submit that the Company acknowledges the observation made by the Statutory Auditors regarding non-provisioning for retirement benefits.

The Company would like to clarify that the number of employees currently employed by the Company is less than 10.

Furthermore, due to the non-applicability of the Payment of Gratuity Act, 1972 (which becomes applicable only if the number of employees is 10 or more), and considering the absence of long-term service by the employees, the Company has not obtained an actuarial valuation during the year.

However, the management remains committed to complying with applicable laws and will reassess the requirement for actuarial valuation and provisioning if the workforce increases or the applicability criteria are met in future.

Internal Auditors

M/s APJ & Company, Chartered Accountants, has been appointed in your company for the purpose of Internal Audit for the Financial Year 2023-24. Your board of directors has reappointed M/s APJ & Company, Chartered Accountants as internal auditor for the Financial Year 2024-25.

Secretarial Audit and the Appointment of Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Priyanka Agarwal, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith in the form of MR-3.

Cost Audit

The cost audit is not applicable on our company.

Buy Back of Shares

The Company has not made any offer to Buy Back of its shares, during the year under review.

Particulars of Employees

No employee of the Company is covered under section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended to date.

Conservation Of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

Information’s furnished in Annexure “1” and forms part of this report.

Report On Corporate Governance

As stipulated by clause 49 of the Listing Agreement, the Report on Corporate Governance is given separately in this Annual Report. The Certificate of Priyanka Agarwal, Company Secretaries, regarding the Compliance of Clause 49 of the Listing Agreement is enclosed herewith and form part of Directors’ Report.

Web Link of Annual Return If Any

The Extract of the annual return in the form of MGT-9 is available on the Company website i.e., www.mflindia.co.in.

Corporate Governance

Pursuant to Schedule V of the SEBI Regulation the following Reports/Certificates form part of the Annual Report.

• The Report on Corporate Governance.

• The Certificate duly signed by Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2025, as submitted to the Board of Directors at their meeting held on July 1 2025.

• The declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the Company’s Code of Conduct.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit

Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

Compliance with Provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received and disposed off any complaint of sexual harassment during the financial year 2024-25. Also, there no cases pending for a period exceeding ninety days.

Directors’ Responsibility Statement

In accordance with the provisions of section 134(5) the Board confirms and submits the Director’s Responsibility Statement:

a. In the preparation of the annual accounts for the financial year ended 31 March 2025 the applicable accounting standards had been followed and there are no material departures therein;

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year on 31 March 2025 and of the profit and loss of the company at the end of the financial year on 31 March 2025.;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors, as the company is listed had laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively during the financial year ended 31 March 2025; and

f. “Internal financial controls” means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of the frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

g. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the financial year ended 31 March 2025

Acknowledgement

The Directors acknowledge with gratitude the support given to the Company by the dealers, customers and suppliers, shareholders and investors who indeed deserve a special mention for their faith and confidence reposed by them in the Company.

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Mar 31, 2024

Your directors have pleasure in presenting the 41^st Annual Report of the Company together
with Audited Accounts and the Auditor’s Report of your Company for the financial year
ended on 31^st March 2024.

MFL India Limited is a leading logistics company having operations PAN- India. Your
company offers various services to clients such as transportation & trucking and successfully
operates in the country.

MFL India Limited is firmly built on belief of offering unmatched quality services, driven by
strong expertise and experience in providing customized and personalized services.

The financial statements have been prepared in compliance with the requirements of the
Companies Act, 2013, guidelines issued by the Securities and Exchange Board of India
(SEBI) and the Generally Accepted Accounting Principles (GAAP) in India. Our
Management accepts responsibility for the integrity and objectivity of these financial
statements, as well as for the various estimates and judgments used therein. The estimates and
judgments relating to the financial statements have been made on a prudent and reasonable
basis, so that the financial statements reflect in a true and fair manner and reasonably present
our situation, profits, and cash flows for the year.

The summarized financial performance for the year ended 31^st March 2024 is as follows:
Financial Results

(Amount in Lakh)

Particulars	2023-24	2022-23
Sales, other income & prior period income	5387.77	1380.15
Expense	5633.37	1379.74
Profit/(Loss) before exceptional and extraordinary items	(245.60)	0.40
Exceptional items	-	-
Extraordinary items	-	-

Profit/(Loss) before taxation	(245.60)	0.40
Less: Current Tax	0	0
Earlier Year Tax	0	0
Add: Deferred Tax /tax paid / adjustments made earlier year	0	0
Profit/(Loss) for the period from continuing operations	(245.60)	0.40
Profit/(Loss) for the period from discontinuing operations	-	-
Tax expenses of discontinuing operations.	-	-
Profit/(Loss) for the period	(245.60)	0.40

Financial Performance (Amount in Lakhs)

For the financial year ended March 31, 2024, your Company suffer Loss before Tax of Rs.
245.60 against Profit of Rs. 0.40 in the previous financial year. The total income for the year
under consideration is Rs. 5387.77 and total expenditure is Rs. 5633.37.

Number of Board Meeting

Eight Board Meetings were held during the year, as against the minimum requirement of five
meetings.

The details of Board Meetings are given below:

Date	Board Strength	No of Director’s Present
27/05/2023	4	4
19/06/2023	4	4
14/07/2023	4	4
14/08/2023	4	4

11/09/2023	4	4
14/11/2023	4	4
13/02/2024	4	4
28/03/2024	4	4

Dividend

Due to the requirement of fund, your director has not declared any dividend during the
financial year ended 31^st March 2024.

Segment wise performance

The Company operates in only one segment i.e., Transportation/Trucking, and therefore, has
no separate reportable segments.

Outlook

MFL India Limited is a premier transport and Logistics Company with Pan-India coverage.
Company is on track to achieve its expansion objectives. There is a tremendous demand for
Logistics in India. Hence, MFL India Limited immediate focus will be to bridge this gap by
ramping up capacities across the country.

Your Company has since last few years taken initiatives to broaden its fleet base to minimize
the risks and maximize the gains. In its effort in this regard, the Company has been adding
more fleet for domestic operations. With expansion of fleet the Company would be in a better
position to maximize its gains from the markets.

Internal Financial Controls

Your Company has established and maintained a framework of internal financial controls and
compliance systems. Based on the same and the work performed by the internal auditors,
statutory auditors and external agencies and the reviews performed by Top Management team
and the Audit Committee, your directors are of the opinion that your Company’s Internal
Financial Controls were not adequate and not effective during the financial year 2023-24.

Further the statutory auditors of your company have also issued a report on internal control
over financial reporting (as defined in section 143 of Companies Act 2013) for the financial
year ended March 31, 2024, which forms part to the Statutory Auditors Report.

Corporate Social Responsibility

Upon review of the financial statements and relevant records, it has been determined that the
company does not meet any of the criteria as mentioned under Section 135. Therefore, the
provisions regarding the formation of a CSR committee, expenditure on CSR activities, and
the reporting requirements under Section 135 do not apply to the company.

Risks and Concerns

The Board of Directors has put in place a Risk Management policy for the Company, which
includes industry risks, quality risks, project risks and financial/ interest rate / liquidity risks
and the structure, infrastructure, processes, awareness, and risk assessment / minimization
procedures. The elements of the risk, which in severe form can threaten Company’s
existence, have been identified by the Board of Directors to mitigate the same.

Deposits

During the year under review, the Company has not accepted any deposits covered within the
meaning of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of
Deposits) Rules, 2014.

Particulars of Contracts or Arrangements with Related Parties

All contracts/ arrangements/ transaction entered by the Company during the financial year
with related parties in the ordinary course of business and on arm’s length price basis. During
the year the Company has entered contracts/ arrangements/ transactions with related parties
which could be considered material in accordance with the policy of the Company on
materiality of related party transactions, transaction description is provided in the Additional
notes of Accounts.

Meeting of independent director

During the year under review, an annual Independent Directors meeting was convened on 9^th
September, 2023 and 28^th March, 2024 to review the performance of the Non-Independent/
Non-Executive Directors including the Chairman of the Board and performance of the Board
as a whole. The Non- Independent Directors did not take part in the meeting. In accordance
with the Listing Regulations, following matters were, inter alia, discussed in the meeting:

• Performance of Non-Independent Directors and Board as a whole,

• Performance of the Chairman of the Company after taking into consideration the views of
Executive and Non-Executive Directors,

• Assessment of the quality, quantity, and timeliness of flow of information between the
Company,

• Management and the Board that is necessary for the Board to Perform their duties
effectively and reasonably,

Declaration by the Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Regulation
16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015, all the Independent Directors of your Company have given
declaration that they have met the criteria of independence as required under the Act and the
regulations.

Familiarization Programme for Independent Directors

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015, the Company shall familiarize the Independent Directors
with the Company, their roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates, business model of the Company, etc., through various
programmes.

Share Capital

During the year, there is no change in the Equity Share Capital of the Company in the
Financial Year 2023-24.

Evaluation of Directors, Board and Committee

Pursuant to the provisions of the Act and the corporate governance requirements as
prescribed by SEBI under Clause 49 of the Equity Listing Agreement, the Board of Directors
(“Board”) has carried out an annual evaluation of its own performance, and that of its
committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking
inputs from all the Directors. The performance of the Committees was evaluated by the
Board seeking inputs from the Committee Members. The Nomination and Remuneration
Committee (“NRC”) reviewed the performance of the individual Directors. A separate
meeting of Independent Directors was also held to review the performance of Non¬
Independent Directors; performance of the Board as a whole and performance of the
Chairperson of the Company, considering the views of Executive Directors and Non-

Executive Directors. This was followed by a Board meeting that discussed the performance
of the Board, its committees, and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition
and structure; effectiveness of Board processes, information and functioning etc. The criteria
for performance evaluation of Committees of the Board included aspects like composition of
Committees, effectiveness of Committee meetings etc. The criteria for performance
evaluation of the individual Directors included aspects on contribution 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 Chairperson was also
evaluated on the key aspects of his role.

Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Anil
Thukral, Managing Director, who retires by rotation and being eligible, has offered himself
for re-appointment. In compliance with Regulation 36(3) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, brief resume of
all the Directors proposed to be appointed / re-appointed are attached along with the Notice
of the ensuing Annual General Meeting. Apart from the above, there have been no changes in
Directors and KMP.

Board Committees

Detailed composition of the mandatory Board committees namely Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee,
number of meetings held during the year under review and other related details are set out in
the Corporate Governance Report which forms a part of this Report.

Remuneration Committees

The Company has in place a Remuneration Policy for the Directors, Key Managerial
Personnel, and other employees, pursuant to the provisions of the Act and Clause 49 of the
Listing Agreement.

Increase in Managerial Remuneration

During the financial year 2023-24, the remuneration of managing Director which is provided
below:

Name of Director	Designation	Remuneration
Anil Thukral	Director	12,20,000

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as
amended from time to time, the code of conduct for prohibition of insider trading, as
approved by the Company. The Company has also adopted the concept of Trading Window
Closure, to prevent its Directors, Officers, designated employees, and other employees from
trading in the securities of the Company at the time when there is unpublished price sensitive
information.

Insurance and Risk Management

The Company has constituted a Risk Management Committee (RMC) which has been
entrusted with responsibility to assist the Board in

a) Overseeing the Company’s risk management process and controls, risk tolerance and
capital liquidity and funding.

b) Setting strategic plans and objectives for risk management and review of risk assessment
of the Company

c) Review the Company’s risk appetite and strategy relating to key risks, including credit
risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as
the guidelines, policies and processes for monitoring and mitigating such risks.

The Committee has also approved and adopted Risk Committee Charter. The Company has
adopted a Risk Management Policy in accordance with the provisions of the Companies Act,
2013 (hereinafter referred to as the Act) and Clause 49 of the Listing Agreement. It
establishes various levels of accountability and overview within the Company, while vesting
identified managers with responsibility for each significant risk.

The Board takes responsibility for the overall process of risk management in the organization.
Through Enterprise Risk Management programme, Business Units and Corporate functions
address opportunities and the attendant risks through an institutionalized approach aligned to
the Company’s objectives. This is facilitated by internal audit. The business risk is managed
through.

Cross functional involvement and communication across businesses. The results of the risk
assessment and residual risks are presented to the senior management. Prior to constituting
the RMC, the Audit Committee was reviewing business risk areas covering operational,
financial, strategic, and regulatory risks.

Employees Stock Option Scheme

During the year under review, the Company has not issued any ESOPs.

Statutory Auditors

M/s V.K. Sehgal & Associates, Chartered Accountants, (FRN: 011519N), 201- Harsha
Bhawan, 64-65, Nehru Place, New Delhi-110019 were re-appointed as Statutory Auditors of
the Company for a period of 5 years and to hold office from the conclusion of 40^th Annual
General Meeting of the company up to the 45^th AGM which will be held in calendar year
2028 and in this regard the board of directors and audit committee of the Company be and are
hereby authorized to fix their remuneration plus travelling and other out of pocket expenses
incurred by them in connection with statutory audit or continuous audit and also such other
remuneration, as may be decided to be paid by the Board of Directors and Audit Committee
of the Company, for performing duties other than those referred to herein above.

Independent Auditor’s Report

The Auditors in their report have referred to the notes forming parts of Accounts. The said
notes are self-explanatory but need to require some clarification about the Company’s ability
to continue going concern basis, as per Auditor’s Report.

The auditor had made the qualification in their report and cast the doubt on the company’s
ability to continue as a going concern. In this regard it is to hereby submit that the director''s
of the company is striving for the continuous of the business operation of the company and in
discussion with various strategical investors to infuse the fund into the business of the
company and the director''s are positive, the company will bring into the business in next
couple of months.

Internal Auditors

M/s APJ & Company, Chartered Accountants, has been appointed in your company for the
purpose of Internal Audit for the Financial Year 2023-24. Your board of directors has re¬
appointed M/s APJ & Company, Chartered Accountants as internal auditor for the Financial
Year 2023-24.

Secretarial Audit and the Appointment of Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s.
Manoj Purvey & Associates, a practicing Company Secretary to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Audit is annexed herewith in the form
of MR-3.

Cost Audit

The cost audit is not applicable on our company.

Buy Back of Shares

The Company has not made any offer to Buy Back of its shares, during the year under
review.

Particulars of Employees

No employee of the Company is covered under section 197(12) of the Companies Act, 2013
read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended to date.

Conservation Of Energy, Technology Absorption & Foreign Exchange Earnings &
Outgo

Information’s furnished in Annexure “1” and forms part of this report.

Report On Corporate Governance

As stipulated by clause 49 of the Listing Agreement, the Report on Corporate Governance is
given separately in this Annual Report. The Certificate of M/s. Manoj Purbey & Associates,
Company Secretary in Practice, regarding the Compliance of Clause 49 of the Listing
Agreement is enclosed herewith and form part of Directors’ Report.

Web Link of Annual Return If Any

The Extract of the annual return in the form of MGT-9 is available on the Company web site
i.e., www.mflindia.co.in.

Pursuant to Schedule V of the SEBI Regulation the following Reports/Certificates form part
of the Annual Report.

• The Report on Corporate Governance.

• The Certificate duly signed by Chief Financial Officer on the Financial Statements of
the Company for the year ended March 31, 2024, as submitted to the Board of
Directors at their meeting held on August 30, 2024.

• The declaration by the Managing Director regarding compliance by the Board
members and senior management personnel with the Company’s Code of Conduct.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide
a formal mechanism to the Directors and employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics
policy. The Policy provides for adequate safeguards against victimization of employees who
avail of the mechanism and provides for direct access to the Chairman of the Audit
Committee. It is affirmed that no personnel of the Company have been denied access to the
Audit Committee.

Compliance with Provision of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has formulated a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide
protection to employees at the workplace prevent and redress complaints of sexual

harassment and for matters connected or incidental thereto, with the objective of providing a
safe working environment, where employees feel secure.

The Company has also constituted an Internal Complaints Committee, to inquire into
complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year
2023-24.

Directors’ Responsibility Statement

In accordance with the provisions of section 134(5) the Board confirms and submits the
Director’s Responsibility Statement:

a. In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures.

b. The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent 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 and
loss of the company for that period.

c. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records for safeguarding the assets of the company.

d. The directors had prepared the annual accounts on a going concern basis.

e. The directors, as the company is listed, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.

f. “Internal financial controls” means the policies and procedures adopted by the company
for ensuring the orderly and efficient conduct of its business, including adherence to
company’s policies, the safeguarding of its assets, the prevention and detection of the
frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information.

g. The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

The Directors acknowledge with gratitude the support given to the Company by the dealers,
customers and suppliers, shareholders and investors who indeed deserve a special mention for
their faith and confidence reposed by them in the Company.

By Order of the Board
MFL India Limited

Sd/- Sd/-

Place: New Delhi (Anil Thukral) (Syed Zameer Ulla)

Date: 30.08.2024 Managing Director Director

DIN -01168540 DIN-07486691

---

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting the 32th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars 2014-15 2013-2014

Sales, other income & prior period income 12683.24 11057.76

Profit/(Loss) before exceptional and extraordinary items 139.27 133.21

Exceptional items - -

Extraordinary items - -

Profit/(Loss) before taxation 139.27 133.21

Less: Current Tax 27.83 28.22

Earlier Year Tax 16.37 21.29

Add: Deffered Tax Assets 24.36 15.74

Profit/(Loss) for the period from continuing operations 70.71 67.95

Profit/(Loss) for the period from discontinuing operations - -

Tax expenses of discontinuing operations. - -

Profit/(Loss) for the period 70.71 67.95

FINANCIAL PERFORMNCE

The company has sales of Rs 1,26,83,23,590/- in the current year as compared to last year sales Rs 1,10,57,75,658/- .

NUMBER OF BOARD MEETING

Eleven Board Meetings were held during the year, as against the minimum requirement of four meetings.

The details of Board Meetings are given below :

Date Board Strength No of Directors Present

17/04/2014 5 2 Directors

16/05/2014 5 2 Directors

17/05/2014 5 2 Directors

01/07/2014 5 2 Directors

14/08/2014 5 2 Directors

05/09/2014 5 2 Directors

12/11/2014 5 2 Directors

31/12/2014 5 2 Directors

14/02/2015 5 2 Directors

02/03/2015 5 2 Directors

23/03/2015 | 5 2 Directors

Dividend

Your Company is in a phase of development where it is financially prudent to build up a healthy reserve base so as to serve as a source for meeting the financial requirements of the company for the effectuation of its plans in the years to come.

It is keeping with this financial policy that your directors have decided to plough back the profits of the company into its business rather than declaring dividend for the financial year 2014-15. It is felt that a sound financial base in the company would in the long run lead to improved share valuations, culminating into maximization of returns for the shareholders.

DEPOSITS

During the year under review the Company has not accepted any money from the public as Deposits.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In current year there are no related party transactions.

MEETING OF INDEPENDENT DIRECTOR

During the year under review, an annual Independent Directors meeting was convened on March 16, 2015, to review the performance of the Non-Independent/ Non-Executive Directors including the Chairman of the Board and performance of the Board as a whole. The Non- Independent Directors did not take part in the meeting.

DECLARATION BY THE INDEPENDENT DIRECTORS

The company has received the qualification statement from the independent directors as per section 149(6) of the companies act, 2013.

EVALUATIONS OF DIRECTORS, BOARD AND COMMITTEES

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under Clause 49 of the Equity Listing Agreement, the Board of Directors ("Board") has carried out an annual evaluation of its own performance, and that of its Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors. A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution 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 Chairperson was also evaluated on the key aspects of his role.

KEY MANAGERIAL PERSONNEL

During the year under review, the Company has designated following personnel as KMPs as per the definition under Section 2(51) and Section 2013 of the Act.

* Mr. Anil Thukral, Managing Director

* Mr. Arun Kapoor, Chief Financial Officer.

* Mr. Kulbhushan Verma, Company Secretary.

REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement.

INCREASE IN MANAGERIAL REMUNERATION

During the last year, the remuneration was hike of managing Director and whole time director.

Name of Director Designation Existing Revised Remuneration Remuneration

Anil Thukral Managing Director 1,00,000 P.M 1,10,000 P.M

Sheetal Thukral Whole Time Director 50,000 P.M 60,000 P.M

ADEQUACY OF INTERNAL CONTROLS

The Company has adequate and effective internal control systems commensurate with the size of its operations and has complied with the various statutes of the Government and statutory authorities.. Internal Audit has been entrusted to an external auditor and periodical review is being carried out. The Audit Committee meets regularly to review the adequacy of internal controls.

INSURANCE AND RISK MANGEMENT

The Company has in October 2014 constituted a Risk Management Committee (RMC) which has been entrusted with responsibility to assist the Board in

(a) Overseeing the Company's risk management process and controls, risk tolerance and capital liquidity and funding.

(b) Setting strategic plans and objectives for risk management and review of risk assessment of the Company (c) Review the Company's risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks.

The Committee has also approved and adopted Risk Committee Charter. The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the Act) and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Board takes responsibility for the overall process of risk management in the organisation. Through Enterprise Risk Management programme, Business Units and Corporate functions address opportunities and the attendant risks through an institutionalized approach aligned to the Company's objectives. This is facilitated by internal audit. The business risk is managed through

cross functional involvement and communication across businesses. The results of the risk assessment and residual risks are presented to the senior management. Prior to constituting the RMC, the Audit Committee was reviewing business risk areas covering operational, financial, strategic and regulatory risks.

EMPLOYEES STOCK OPTION SCHEME

During the year there are no ESOPs and ESPs.

AUDITORS

M/s. AM & Associates, Chartered Accountants, be appointed as statutory auditors of the Company. The Company has received a certificate under section 139 of the Companies Act, 2013 to the effect that their appointment, if made, will be within the prescribed limit. The Audit Committee has also recommended their re-appointment.

AUDITOR'S REPORT

The Auditors in their report have referred to the notes forming parts of Accounts. The said notes are self-explanatory and need not require any further clarifications. The suggestion given by them have taken note for future operation.

SECRETARIAL AUDIT AND THE APPOINTMENT OF SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Nitin Grover & Co., a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure-6. The Secretarial Audit Report does not contains any qualifications, reservation or adverse remarks.

COST AUDIT

The cost audit is not applicable on our company.

BUY BACK OF SHARES

The Company has not made any offer to Buy Back its shares.

PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended to date.

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

Information's furnished in Annexure "1" and forms part of this report.

REPORT ON CORPORATE GOVERNANCE

As stipulated by clause 49 of the Listing Agreement, the Report on Corporate Governance is given separately in this Annual Report. The Certificate of M/s. Nitin Grover & Company , Company Secretary in Practice, regarding the Compliance of Clause 49 of the Listing Agreement is enclosed herewith and form part of Directors' Report.

EXTRACT OF THE ANNUAL RETURN

As provided under Section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure-5.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) the Board confirm and submit the Director's Responsibility Statement:-

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures:

2. The directors had 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 and loss of the company for that period;

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company.

4. The directors had prepared the annual accounts on a going concern basis.

5. The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

"Internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of the frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

COMPLIANCE WITH PROVISION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company's office premises or women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

LISTING FEES

The Company has paid listing fees to BSE before 30th April, 2015.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the support given to the Company by the dealers, customers and suppliers, shareholders and investors who indeed deserve a special mention for their faith and confidence reposed by them in the Company.

By order of the Board For MFL India Limited

Place: New Delhi (Anil Thukral) (Sheetal Thukral) Date: 4th September, 2015 Managing Director Whole Time Director DIN - 01168540 DIN - 01168506

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 31th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. In Lacs) (Rs. In Lacs) Particulars Current Year Previous Year 2013-14 2012-13

Sales, other income & prior 11058.73 9045.00 period income

Profit/(Loss) before Exceptional 133.21 107.64 and Extraordinary Items and Tax

Exceptional Items - -

Extra Ordinary Items - -

Profit/(Loss) before Tax 133.21 107.64 Less: Current Tax 28.22 21.54

Earlier Year Tax 21.29 -

Add: Deferred Tax 15.74 63.34

Profit/(Loss) for the period from 67.95 22.76 continuing operations

Profit/(Loss) for the period from discontinuing operations -

Tax Expense of discontinuing operations -

Profit/(Loss) for the Period 67.95 22.76

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 And Clouse 49 of listing agreement Mr. Anil Thukral, Director of the Company retires by rotation, and being eligible, offers himself for re-appointment.

It is further confirm that none of the above director are disqualified under section 164 (2) of companies act, 1956

FIXED DEPOSITS

During the year under review the Company has not accepted any money from the public as Fixed Deposits.

TRANSFER TO RESERVES IN TERMS OF SECTION 217(1)(B) OF THE COMPANIES ACT, 1956

For the financial year ended 31st March, 2014, the Company had not transfer any sum to Reserves. Therefore, your Company proposes to transfer the entire amount of profit to Profit and Loss Accounts of the Company.

DIVIDEND IN TERMS OF SECTION 217(1)(C) OF THE COMPANIES ACT, 1956

In order to conserve the profits of the business of the company, to meet the growing funding requirements, your directors have not recommended any dividend for the year under report.

DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

Information u/s 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is furnished in Annexure "A" and forms part of this report.

PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1980 as amended to date.

REPORT ON CORPORATE GOVERNANCE

As stipulated by clause 49 of the Listing Agreement, the Report on Corporate Governance is given separately in this Annual Report. The Certificate of M/s. Amit Agrawal & Associates, Company Secretary in Practice, regarding the Compliance of Clause 49 of the Listing Agreement is enclosed herewith and form part of Directors'' Report.

DIRECTORS'' RESPONSIBILTY STATEMENT

In terms section 217(2AA) of the Companies Act, 1956 your directors confirms as under:

1. That the preparations of Annual Accounts, the applicable accounting standards have been followed and no materials departures have been made from the same.

2. That they have selected such accounting policies and applied them consistently, except where changes have been made and disclosed appropriately and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state affairs of the Company at the end of profit or loss of the Company that period.

3. That they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for the safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

4. That they have prepared the Annual Accounts on a going concern basis.

BUY BACK OF SHARES

The Company has not made any offer to Buy Back its shares.

AUDITORS

M/s. SRY & Associates, Chartered Accountants, resign at the ensuing Annual General Meeting and , AM & Associates, SCO 11,12, IInd Floor, Sector 15, Part 2 Gurgaon 122001, are appointment as statutory auditors of the Company for the financial year 2014-15, 2015-16, 2016-17. The Company has received a certificate under section 141 of the Companies Act, 2013 to the effect that their appointment, if made, will be within the prescribed limit. The Audit Committee has also recommended their appointment.

AUDITOR''S REPORT

The Auditors in their report have referred to the notes forming parts of Accounts. The said notes are self-explanatory and need not require any further clarifications. The suggestion given by them have taken note for future operation.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the support given to the Company by the dealers, customers and suppliers, shareholders and investors who indeed deserve a special mention for their faith and confidence reposed by them in the Company.

By order of the Board For MFL India Limited

Place: New Delhi (Anil Thukral) (Sheetal Thukral) Date: 5th September, 2014 Director Director DIN - 01168540 DIN - 01168506

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Mar 31, 2013

To The Members

The Directors have pleasure in presenting the 30th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS



(Rs. In Lacs) (Rs. In Lacs)

Particulars Current Year 2012-13 Previous Year 2011-12

Sales, other income & prior period income 9045.00 7750.51

Profit/(Loss) before Exceptional and Extraordinary 107.64 52.70

Items and Tax

Exceptional Items - -

Extra Ordinary Items

Profi t/(Loss) before Tax 107.64 52.70

Less: Current Tax 21.54 10.05

Earlier Year Tax - 3.46

Add:Deferred Tax 63.34 (14.54)

Profi t/(Loss) for the period from continuing operations 22.76 53.72

Profit/(Loss) for the period from discontinuing operations

Tax Expense of discontinuing operations

Profi t/(Loss) for the Period 22.76 53.72

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 Mr. Anil Thukral, Director of the Company retires by rotation, and being eligible, offers himself for re-appointment.

FIXED DEPOSITS

During the year under review the Company has not accepted any money from the public as Fixed Deposits.

TRANSFER TO RESERVES IN TERMS OF SECTION 217(1)(B) OF THE COMPANIES ACT, 1956

For the fi nancial year ended 31st March, 2013, the Company had not transfer any sum to Reserves. Therefore, your Company pro- poses to transfer the entire amount of profi t to Profi t and Loss Accounts of the Company.

DIVIDEND IN TERMS OF SECTION 217(1)(C) OF THE COMPANIES ACT, 1956

In order to conserve the profi ts of the business of the company, to meet the growing funding requirements, your directors have not recommended any dividend for the year under report.

DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the fi nancial position of the Company occurred between the end of the fi nancial year of the Company and date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO UNDER SEC- TION 217(1)(E) OF THE COMPANIES ACT, 1956

Information u/s 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is furnished in Annexure "A" and forms part of this report.

PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1980 as amended to date.

REPORT ON CORPORATE GOVERNANCE

As stipulated by clause 49 of the Listing Agreement, the Report on Corporate Governance is given separately in this Annual Report. The Certifi cate of M/s. Amit Agrawal & Associates, Company Secretary in Practice, regarding the Compliance of Clause 49 of the Listing Agreement is enclosed herewith and form part of Directors'' Report.

DIRECTORS'' RESPONSIBILTY STATEMENT

In terms section 217(2AA) of the Companies Act, 1956 your directors confi rms as under:

1. That the preparations of Annual Accounts, the applicable accounting standards have been followed and no materials depar- tures have been made from the same.

2. That they have selected such accounting policies and applied them consistently, except where changes have been made and disclosed appropriately and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state affairs of the Company at the end of profi t or loss of the Company that period.

3. That they have taken proper and suffi cient care for maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for the safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

4. That they have prepared the Annual Accounts on a going concern basis.

BUY BACK OF SHARES

The Company has not made any offer to Buy Back its shares.

AUDITORS

M/s. SRY & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as statutory auditors of the Company for the fi nancial year 2013-14. The company has received a certifi cate under section 224(1B) of the Companies Act,1956 to the effect that their appointment, if made will be within the prescribed limit. The audit committee has also recommended their re-appointment.

AUDITOR''S REPORT

The Auditors in their report have referred to the notes forming parts of Accounts. The said notes are self-explanatory and need not require any further clarifi cations. The suggestion given by them have taken note for future operation.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the support given to the Company by the dealers, customers and suppliers, shareholders and investors who indeed deserve a special mention for their faith and confi dence reposed by them in the Company.



By order of the Board

For MFL India Limited

Place: New Delhi (Anil Thukral) (Sheetal Thukral)

Date: 5th September, 2013 Director Additional Director

DIN - 01168540 DIN-01168506

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Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs.In Lacs) (Rs.In Lacs)

Particulars Current Year Previous Year 2011-12 2010-11

Sales, other income & prior period income 7750.51 7584.92

Profit/(Loss) before Exceptional and Extraordinary Items and Tax 52.70 50.95

Exceptional Items - -

Extra Ordinary Items - -

Profit/(Loss) before Tax 52.70 50.95

Less: Current Tax 10.05 10.00

Earlier Year Tax 3.46 -

Add: Deferred Tax (14.54) (65.76)

Profit/(Loss) for the period from continuing operations 53.72 106.71

Profit/(Loss) for the period from discontinuing operations - -

Tax Expense of discontinuing operations - -

Profit/(Loss) for the Period 53.72 106.71

IMPORTANT DEVELOPMENTS

SHARE CAPITAL

During the year under review ,the Authorized share capital of the company increased from? 16,00,00,000 divided into 1,60,00,000 equity shares of Rs. 10 each to Rs. 37,00,00,000 divided into 3,70,00,000 equity shares of Rs. 10 each and issued and paid up equity share capital of the company increased fromRs. 149,140,000 divided into 1,49,14,000 equity shares of Rs. 10 each toRs. 36,02,92,000 divided into 3,60,29,200 equity shares of Rs. 10 each.

As part of the realignment exercise, the Company has completed Scheme of Amalgamation with M/s Dynamic Movers Private Limited.

Your Directors are pleased to inform that pursuant to the order dated 2nd November , 2011, passed by the Hon'ble High Court of Delhi, and in accordance with the Scheme of Amalgamation with M/s. Dynamic Movers Private Limited 2,11,15,200 Equity Shares of the Company be allotted to the shareholders of M/s. Dynamic Movers Private Limited , details as given below:

S No. Name of the Allottee(s) Address Equity Shares Allotted Distinctive nos From - To

1. Mr. Anil Thukral G-504, Vill: Fazilpur,Jharsa, 2,00,38,240 14914001 to 34952240 Gurgaon,Haryana

2. Mrs. Sheetal Thukral G-504, Vill: Fazilpur,Jharsa, 10,43,040 34952241 to 35995280 Gurgaon,Haryana

3. Mr. C.P Thukral 343, Sector-37, Noida, Distt- 33,920 35995281 to 36029200 Gautam Budh Nagar,UP

LISTING OF EQUITY SHARES

The Equity shares of the company continue to be listed on Bombay Stock Exchange Limited (BSE). The requisite annual listing fees have been paid to this exchange.

SHARES UNDER COMPULSORY DEMATERIALIZATION

The Equity shares of your company are included in the list of specified scripts where delivery of shares in dematerialized (demat) form is compulsory, if the same are traded on a stock exchange, which is linked to a depository. 3,42, 20,671 (94.98 in %) Equity shares of the company were held in demat form as on March 31st, 2012.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 Mr. Devendra Manchanda, Mr. Palakuzhill Vergese Mohan and Mr. Sudhir Kumar Sharma, Directors of the Company retires by rotation, and being eligible, offers himself for re-appointment.

FIXED DEPOSITS

During the year under review the Company has not accepted any money from the public as Fixed Deposits.

TRANSFER TO RESERVES IN TERMS OF SECTION 217(1)(B) OF THE COMPANIES ACT, 1956

For the financial year ended 31st March, 2012, the Company had not transfer any sum to Reserves. Therefore, your Company pro- poses to transfer the entire amount of profit to Profit and Loss Accounts of the Company.

DIVIDEND IN TERMS OF SECTION 217(1)(C) OF THE COMPANIES ACT, 1956

In order to conserve the profits of the business of the company, to meet the growing funding requirements, your directors have not recommended any dividend for the year under report.

DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

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

Information u/s 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is furnished in Annexure "A" and forms part of this report.

PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1980 as amended to date.

REPORT ON CORPORATE GOVERNANCE

As stipulated by clause 49 of the Listing Agreement, the Report on Corporate Governance is given separately in this Annual Report. The Certificate of M/s. Amit Agrawal & Associates, Company Secretary in Practice, regarding the Compliance of Clause 49 of the Listing Agreement is enclosed herewith and form part of Directors' Report.

DIRECTORS' RESPONSIBILTY STATEMENT

In terms section 217(2AA) of the Companies Act, 1956 your directors confirms as under:

1. That the preparations of Annual Accounts, the applicable accounting standards have been followed and no materials departures have been made from the same.

2. That they have selected such accounting policies and applied them consistently, except where changes have been made and disclosed appropriately and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state affairs of the Company at the end of profit or loss of the Company that period.

3. That they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for the safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

4. That they have prepared the Annual Accounts on a going concern basis.

BUY BACK OF SHARES

The Company has not made any offer to Buy Back its shares.

AUDITORS

M/s. SRY & Associates, Chartered Accountants, be here by appointed as statutory auditors of the Company. The Company has received a certificate under section 224(1B) of the Companies Act, 1956 to the effect that their appointment, if made, will be within the prescribed limit. The Audit Committee has also recommended their re-appointment.

AUDITOR'S REPORT

The Auditors in their report have referred to the notes forming parts of Accounts. The said notes are self-explanatory and need not require any further clarifications. The suggestion given by them have taken note for future operation.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the support given to the Company by the dealers, customers and suppliers, shareholders and investors who indeed deserve a special mention for their faith and confidence reposed by them in the Company.

By order of the Board For MFL India Limited

Place: New Delhi (Anil Kumar Chaddha) (Vineet Arora)

Date: 1st September, 2012 Director Director

DIn – 00009383 DIn-01518473

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Particulars 2009-2010(Rs. in lacs) 2008-09 (Rs. in lacs)

Sales, other income & prior period income 12.92 24.00

Profit/(Loss) before interest, depreciation and taxation (18.07) (13.65)

Depreciation (0.33) (1.71)

Profit/(Loss) before taxation (18.40) (15.36)

Provision for taxation 0.00 0.00

Profit/(Loss) after taxation (18.44) (15.36)

Add: Prior period income 0.02 NIL

Add: Balance b/f from previous year (540.50) (524.97)

Profit/(Loss) carried to Balance Sheet (558.92) (540.50)

MANAGEMENT DISCUSSION &ANALYSISANDREVIEWOF OPERATIONS AND FUTURE LAW

The old management has handed over the charge to the new management under the supervision of Mr. Vineet Arora and Mr. Anil Kumar Chaddha. The new management is in the process of starting the new activities in the companies. The new management is in the process of converting the other objects into main objects. Further the new management is exploring the opportunities with Strategic Investors for infusion of funds to the company. The new management is also in the process of infusion of the funds in to the Company.

DIVIDEND

Due to the losses incurred, no dividend is recommended for the financial year 2009-2010.

AUDITORS

M/s. Chandiwala Virmani & Associates, Chartered Accountant, not to be appointed as Statutory Auditors of the company because of their unwillingness to continued in the office of the Auditors of the company."

M/s. SRY & Associates, Chartered Accountants, be appointed as statutory auditors of the Company. The Company has received a certificate under section 224(1 -B) of the Companies Act, 1956 to the effect that their appointment, if made, will be within the prescribed limit.

AUDITORS REPORT

The Auditors in their report have referred to the notes forming parts of Accounts. The said notes are self-explanatory and need not require any further clarifications. The suggestion given by them have taken note for future operation.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 Mr. Karan Chopra, Director of the Company retires by rotation, and being eligible, offers himself for re-appointment.

During the year under review Mr. S.C. Chhibber & Mr. N.K. Anand resigned from Board of Directors and Mr. Pradeep Gupta & Mr.Shyam Mohan Gupta have been appointed as independent directors. They have also resigned from the Board of Directors. After that Mr. Devendra Manchanda, Mr. Sudhir Kumar Sharma and Mr. Palakuzhiil Verghese Mohan have been appointed as Independent directors of the company Further, during the year under review Mr. Anil Kumar Chaddha and Mr. Vineet Arora have been appointed as promoter directors of the company.

FIXED DEPOSITS

During the year under review the Company has not accepted any money from the public as Fixed Deposits.

BUY BACK OF SHARES

The Company has not made any offer to Buy Back its shares.

PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1980 as amended to date.

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

Information u/s 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is furnished in Annexure "A" and forms part of this report.

REPORT ON CORPORATE GOVERNANCE

As stipulated by clause 49 of the Listing Agreement, the Report on Corporate Governance is given separately in this Annual Report. The Certificate of M/s. Amit Agrawal & Associates, Company Secretary in Practice, regarding the Compliance of Clause 49 of the Listing Agreement is enclosed herewith and form part of Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms section 217(2AA) of the Companies Act, 1956 your directors confirms as under:

1. That the preparations of Annual Accounts, the applicable accounting standards have been followed and no materials departures have been made from the same.

2. That they have selected such accounting policies and applied them consistently, except where changes have been made and disclosed appropriately and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state affairs of the Company at the end of profit or loss of the Company that period.

3. That they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for the safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

4. That they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the support given to the Company by the dealers, customers and suppliers, shareholders and investors who indeed deserve a special mention for their faith and confidence reposed by them in the Company.

By the Order of the Board

For My Fair Lady Limited

Place: New Delhi (Karan Chopra) (S.N.Chopra)

Date: 8th June, 2010 Director Managing Director