Directors Report of A F Enterprises Ltd.

Mar 31, 2024

Your Directors are pleased to present the 13^th Annual Report of the Company for the financial year ended March 31, 2024.

1. FINANCIAL RESULT

The Summary of the Company''s financial result for the financial year 2023-24 as compared to the previous financial year
2022-23 is given below:

('' in Million)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from operations	7,755.98	5,534.60	7,755.98	5,534.60
Other Income	112.71	11.15	112.71	11.15
Total Income	7,868.69	5,545.75	7,868.69	5,545.75
Expenditure	7,050.08	5,053.64	7,050.08	5,053.64
Profit before exceptional items, finance costs, depreciation, and taxes	818.61	492.11	818.61	492.11
Less:
Finance Cost	137.17	113.77	137.17	113.77
Depreciation and Amortization	83.63	61.99	83.63	61.99
Profits before exceptional items and tax	597.81	316.35	597.81	316.35
Exceptional Items	0	0	0	0
Net Profit for the year before Taxes
Less: Provision for Taxes
Current Tax	162.11	85.97	162.11	85.97
Deferred Tax Assets	(4.50)	1.37	(4.50)	1.37
Prior Year tax
Profit after tax (PAT)	440.20	229.01	440.20	229.01
Other Comprehensive Income	(2.96)	0.34	(2.96)	0.34
Total Comprehensive Income for the year	437.24	229.35	437.24	229.35

2. PERFORMANCE REVIEW

The Company has recorded total revenue of '' 7,868.69
Million during the year as against '' 5,545.75 Million
in the previous year, recording a quantum jump of
over 41.89% in the total revenue. The net profit after
provision for tax is '' 440.20 Million as against net profit
after tax of '' 229.01 Million in the previous year.

Your Directors are optimistic about Company''s business
and hopeful of better performance with increased
revenue in the current year.

Business Performance

Zaggle is one of the first home-grown new age SaaS
fintech companies listed in India, with a mission to
digitise spends through automated workflows. We
operate in a segment where we interact and interface

with our Customers (i.e., businesses) and end Users
(i.e., employees, channel partners & vendors) and are
among a small number of uniquely positioned players
with a diversified offering of fintech products and
services, having one of the largest number of issued
payment instruments ( prepaid Cards & Commercial
Credit Cards) in India in partnership with our banking
partners. We operate through three key business
segments:

Propel: a corporate SaaS platform for channel rewards
and incentives, employee rewards and recognition

Save: a SaaS-based platform and a mobile application
to offer expense management solution for businesses
facilitating digitised employee reimbursements and tax
benefits

Zoyer: an integrated data driven, SaaS invoice to
pay platform with embedded automated finance
capabilities.

During the year under review, the Company has
delivered robust growth across all segments.

Corporates and Users added

The Company catered to 3,016 customers in financial
year 2023-24 compared to 2,411 customers in previous
financial year 2022-23. The number of users grew
to 2.73 Mn in financial year 2023-24 from 2.27 Mn in
previous financial year 2022-23.

New Product launches

This year the Company''s latest product offering
“Zoyer” started getting great traction and contributed
meaningfully to the revenues. The Company sees
positive signals for greater uptake for the value
proposition of Zoyer bundled with commercial credit
cards in the upcoming quarters.

The Company launched its Spend analytics platform
“Zatix” the year under review. This platform would
empower the Businesses with Real Time Analytics
solution and Integrated Commercial credit card
(Purchase and Corporate Travel and Expense cards)
for enhanced Spend Management and Data-driven
decision-making.

The Company also launched Forex programme via
partnership with banks and authorised dealers. This
will help the Company to expand its offering in the
space of forex cards which is a huge space with large
profit pools. The Company will see this program start to
clock in revenues in the financial year 2024-25.

Fleet management is a multibillion-dollar opportunity
in India and globally. The Company launched its Fleet
loyalty program and signed up the first contract with
Torrent Gas this year. The Company see this as a big
opportunity in the upcoming years.

Banking Partnerships for cards

The Company signed up with BOB Financial Solutions
Limited (BFSL) for Implementing Commercial card
Onboarding & value-added services platform for BFSL.

With Visa Worldwide Pte, the Company has signed a
Growth agreement for the issuance of Forex CoBrand
Cards. Visa will also pay incentives to the Company on
Forex transactions basis defined spend commitments.
The Company would leverage its existing corporate
base to sell forex cards to employees of the corporate
clients, and it can be tightly coupled with the
Company''s expense management solution. The deal

size is approximately USD 20 Mn in next 5 years.

The Company has contracted to provide services to
Axis Bank whereby the Company''s accounts payable
software & expense management software, and the
Axis bank Corporate Credit Cards and Forex Cards are
bundled and jointly offered to the Company''s corporate
customers to drive card spends & greater usage of
the software. The Company can leverage its existing
corporate base to sell Axis Bank commercial credit
and Forex cards tightly coupled with the Company''s
accounts payable and expense management software.

Business Partnerships

The Company has got into a strategic collaboration
with Kotak Mahindra bank. Through this co-brand
agreement, corporates will have access to a unified
offering comprising of a suite of financial products,
including Kotak''s payroll banking services, such
as salary accounts and co-branded prepaid cards,
seamlessly integrated with the Company''s market¬
leading SaaS solutions, specifically designed for
employee flexi-benefits and travel and expense
management (Zaggle SAVE). This integration will enable
working professionals to boost their incomes through
flexible benefits designed to facilitate tax savings,
giving complete visibility and greater control over their
pay, flexi-benefits, advances, reimbursements, and
spending, all of which would be accessible through a
single mobile app.

The Company got empanelled with three public sector
banks - Punjab National Bank, Indian Bank and Canara
Bank as their Fintech partners for providing digitization
solutions. Now the Company has public sector banks
as its partners along with marquee private banks. The
Company sees substantial business coming from these
PSB''s over the next 2 years to 3 years.

The Company has partnered with travel companies
like EaseMyTrip and Riya travels which will help it offer
Integrated Travel & Expense Management Solutions
to its Corporate Clients. Travel and Expense is a
critical component in the Spend management space
and this functionality would significantly enhance the
Company''s offerings to its Enterprise customers.

The Company has signed up to be a Co-brand partner
with Nishi Forex who is an Authorised Dealer II for
forex card to carry out activities such as Sales and
Distribution, Marketing and Campaigning bundled with
the Company''s expense management to drive card
spends & greater usage of the software. Subject to
RBI approval the product launch will be done in due
course.

3. DIVIDEND

The Board of Directors of the Company after
considering various factors, business strategies and
investment requirements for growth plan, decided to
conserve funds to maximize the Shareholders wealth
on a long run and hence did not recommend any
dividend during the FY 2023-24.

The Company has formulated and adopted a Dividend
Distribution Policy in terms of Regulation 43A of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, which set out parameters and circumstances
that will be taken into account by the Board while
determining the distribution of dividend to the
shareholders for bringing transparency in the matter
of declaration of dividend and to protect the interest
of shareholders. The Policy is available on the website
of the Company at https://ir.zaggle.in/wp-content/
uploads/2023/12/dividend-distribution-policv.pdf.

4. TRANSFER TO GENERAL RESERVES

During the year under review, the Company has not
transferred any amount to the general reserves of the
Company

5. BOOK CLOSURE

The Register of Members and Share Transfer Books of
the Company will be closed from Thursday, September
19, 2024, to Wednesday, September 25, 2024 (both
days inclusive) for the purpose of Annual General
Meeting of the Company.

6. INITIAL PUBLIC OFFERING (IPO)

A) Pre- IPO Placement:

The Company, in consultation with the Book
Running Lead Managers (BRLMs), has undertaken
the Pre-IPO Placement of 59,75,609 equity shares
at an issue price of '' 164/- per equity share
(including a premium of '' 163/- per equity share)
for an amount aggregating to '' 980.00 Million,
by way of a preferential issue in accordance with
Section 42, 62 of the Companies Act, 2013 read
with Companies (Prospectus and Allotment of
Securities) Rules, 2014 and Companies (Share
Capital and Debentures) Rule, 2014, as amended.
The Pre-IPO Placement has been undertaken
pursuant to the approval of the Board of Directors
and Shareholders at their meeting held on August
10, 2023 and August 11, 2023, respectively.
The amount raised from the Pre IPO Placement
was reduced from the fresh issue, subject to

compliance with the Rule 19(2)(b) of the Securities
Contracts (Regulation) Act, 1957

The Company has allotted equity shares in the
Pre-IPO Placement pursuant to the resolution
passed by the Board, in the manner as set forth
below:

Date of allotment	Number of equity shares allotted	Issue price per equity share (?)
August 16, 2023	44,51,219	164.
August 21, 2023	15,24,390	164
Total	59,75,609

B) IPO:

During the year under review, the Company made
an IPO of 34,352,255 equity shares of face value
of '' 1/- each of the Company for cash at a price of
'' 164/- per equity share, including a premium of
'' 163/- per equity share aggregating to '' 5633.77
Million, comprising of a fresh issue of 23,902,439
equity shares aggregating to '' 3,920 Million
and an offer for sale of 1,04,49,816 equity shares
aggregating up to '' 1,713.77 Million by the selling
shareholders. The IPO was opened on September
14, 2023 and closed on September 18, 2023. The
IPO was led by BRLMs viz. ICICI Securities Limited,
Equirus Capital Private Limited, IIFL Securities
Limited and JM Financial Limited. The Company
successfully completed the IPO process and the
equity shares of the Company were listed on
National Stock Exchange of India Limited and BSE
Limited on September 22, 2023.

The utilization of funds raised through IPO have
been mentioned hereunder:

Object		Amount Allocated ('' in Million)	Amount Utilized as on March 31, 2024 ('' in Million)
Expenditure customer and retention	towards acquisition	3,000.00	852.67
Expenditure towards development of technology and products		400.00	6.13
Repayment or pre¬ payment of certain borrowings, in full or in part, availed by the Company		170.83	168.00

Object	Amount	Amount
	Allocated	Utilized as
	('' in	on March
	Million)	31, 2024
		('' in Million)
General corporate purposes (GCP)	50.77	1.62

The Company has appointed CARE Ratings Limited
as Monitoring Agency in terms of Regulation 41
of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“ICDR Regulations”), as
amended from time to time, to monitor the
utilization of IPO proceeds and the Company has
obtained monitoring reports from the Monitoring
Agency from time to time confirming no deviation
or variation in the utilization of proceeds of the IPO
from the objects stated in the Prospectus dated
September 18, 2023. The Company has submitted
the statement(s) and report as required under
Regulation 32 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 to both the
exchanges where the shares of the Company are
listed, namely, National Stock Exchange of India
Limited and BSE Limited on timely basis.

Your Directors would like to thank the BRLMs and
legal counsels involved with the IPO for helping
the Company achieving successful IPO and
listing. Your Directors would also like to thank
the regulators Securities and Exchange Board of
India, BSE Limited (BSE), National Stock Exchange
of India Limited (NSE) and Registrar of Companies
for enabling the Company to take its equity story
to the public market. Last but not the least, your
Directors extend their heartfelt gratitude to the
shareholders for investing in the IPO and reposing
their continuous trust and faith in the Company &
its management.

7. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND THE DATE
OF THE REPORT

There have been no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year of
the Company to which the financial statements relate
and the date of this report.

8. DEPOSITS

During the year under review, the Company has not
accepted any deposits in terms of Section 2(31) read
with Chapter V of the Companies Act, 2013 and Rule
2(1)(c) of the Companies (Acceptance of Deposits)
Rules, 2014 and as such there are no such overdue
deposits outstanding as on March 31, 2024.

9. LISTING AND CUSTODIAN FEES

The equity shares of the Company are listed at BSE
Limited, Mumbai and National Stock Exchange of India
Limited, Mumbai. The applicable annual listing fees
were paid before the due date. The annual custodian
fees have also been paid to the depositories before
the due date.

10. SHARE CAPITAL

The Authorized Share Capital of the Company as
on March 31, 2024 was '' 15,00,00,000/- divided
into 15,00,00,000 equity shares of '' 1/- each. The
paid-up equity share capital as on March 31, 2024
stood at '' 12,24,82,493/- divided into 12,24,82,493
equity shares face value of '' 1 /- each

During the year under review the Company has
undertaken following transactions:

• Pursuant to a resolution passed by the Board
of Directors at their meeting dated August 10,
2023 and the Shareholders at their extraordinary
general meeting dated August 11, 2023, the
Company has increased its authorized share
capital from '' 12,00,00,000/- to '' 15,00,00,000/-

• Pursuant to the Pre IPO-Placement as mentioned in
point no. 6 of this report, the Company has issued
and allotted 59,75,609 equity shares of '' 1/- each
at a premium of '' 163/- per share aggregating to
'' 980.00 Million through preferential issue. The
Paid up capital of the Company increased to
'' 9,81,94,319/-

• During the year under review, the Company
has made an Initial Public Offering of
34,352,255 equity shares of face value of
'' 1/- each of the Company for cash at a price of
'' 164/- per equity share, including a premium of
'' 163/- per equity share aggregating to '' 5,633.77
Million, comprising of a fresh issue of 23,902,439
equity shares aggregating to '' 3,920.00 Million
and an offer for sale of 10,449,816 equity shares
aggregating up to '' 1,713.77 Million by the selling
shareholders. The Paid up capital of the Company
increased to '' 12,20,96,758/-.

• The Board of Directors at their meeting held on
February 06, 2024 have allotted 385,735 equity
shares of '' 1/- each, upon exercise of stock options
by eligible employees under Zaggle Employee
Stock Option Scheme 2022 (“Zaggle ESOP 2022”
or “Scheme”). The Paid up capital of the Company
increased to Rs. 12,24,82,493/-

• Further the Board of Directors at their meeting held
on July 30, 2024 have approved the allotment of
1,24,306 equity shares of '' 1/- each, upon exercise
of stock options by eligible employees under
Zaggle ESOP 2022. As on the date of this report
the Paid up capital of the Company increased to
'' 12,26,06,799/-

11. DEBENTURES:

During the previous financial year 2022-23, the
Company had successfully raised '' 500 Million, by
way of allotment of 500 secured, unlisted, rated non¬
convertible debentures (NCDs) having a face value of
'' 10,00,000 each, pursuant to Board resolution passed
by Board of directors in its meeting held on November
30, 2022 in accordance with the terms specified under
the private placement offer cum application letter
dated November 30, 2022. The proceeds of the Issue
have been fully utilized for the purpose for which it was
raised. During the year under review, the company
prepaid the NCDs.

12. ZAGGLE EMPLOYEE STOCK OPTION SCHEME 2022

The Company adopted Zaggle Employee Stock Option
Scheme 2022” (hereinafter referred to as the “Scheme”
or “ZAGGLE ESOP 2022”) with the objective to attract
and retain high-quality human talent by providing them
incentives and reward opportunities, to improve the
Employee performance with ownership interests and
provide them with wealth creation opportunity whilst in
employment with the Company and achieve sustained
growth by aligning Employee interest with long term
interests of the Company.

During the year under review, subsequent to the Initial
Public Offering (‘IPO'') of its equity share, the Company
amended the ZAGGLE ESOP 2022 by passing special
resolutions via Postal Ballot dated November 09, 2023,
to meet regulatory requirements mandated by the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021.

During the year under review, the Board of Directors at
their meeting held on February 06, 2024 have allotted
385,735 equity shares of '' 1 each, upon exercise of
stock options by eligible employees under Zaggle
ESOP 2022.

Further the Nomination and Remuneration Committee
at their meeting held on April 30, 2024 has granted
5,66,252 Stock Options to the eligible employees of
the Company under Zaggle ESOP 2022.

The Board of Directors at their meeting held on July 30,
2024 have allotted 1,24,306 equity shares of '' 1/- each,
upon exercise of stock options by eligible employees
under Zaggle ESOP 2022.

The Company has obtained certificate from M/s. S S
Reddy & Associates, Practicing Company Secretaries,
Secretarial Auditor of the Company, confirming
that Zaggle ESOP 2022 has been implemented in
accordance with the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021.

The details of Company''s stock option Schemes
as required under Regulation 14 of the Securities
and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, are available on the Company''s website
https://ir.zaggle.in/.

13. HOLDING COMPANY, SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE COMPANIES

During the year under review, the following were the
changes in the Subsidiary/Joint Venture/Associate of
the Company:

A) Subsidiary Company:

During the financial year 2022-23, the Company
has incorporated M/s. Zaggle Technologies
Limited, a private company as a wholly-owned
subsidiary, in the United Kingdom under the UK
Companies Act, 2006 on January 12, 2023 with
the Registrar of Companies, England and Wales.

The subsidiary had not commenced any business
or conducted any operations, transactions or
activities since the date of its incorporation.
Zaggle Technologies Limited was not a material
subsidiary of the Company.

On August 26, 2023, Zaggle Technologies
Limited has applied to the Registrar of Companies
in the United Kingdom to strike its name off the
register, in compliance with applicable provisions
of the UK Companies Act 2006. Accordingly,
the Zaggle Technologies Limited got dissolved
w.e.f. November 21, 2023. As on the date of this
report, the Company is not having any Subsidiary
Company.

B) Associate Company:

During the year under review, the Company made
an investment in Span Across IT Solutions private
Limited (‘Span Across'') by way of acquisition of

9,00,000 equity shares of face value of '' 10/-
each constituting of 45% of the total equity capital
of Span Across and accordingly, it became an
associate Company. This acquisition will help
the Company in achieving inorganic growth
and gives opportunity to enter new segment of
employee related business, which will benefit all
the stakeholders associated with the Company
including shareholders at large.

As per the provisions of Section 129 of the Companies
Act, 2013 read with the Companies (Accounts) Rules
2014, a separate statement containing the salient
features of the financial statements of Subsidiary
companies/Associate companies/Joint ventures is
detailed in Form AOC-1 and is annexed as Annexure I
to this Report.

14. CHANGE OF REGISTERED OFFICE

The Board of Directors at their meeting held on July
30, 2024 have approved to shift the registered office of
the Company within local limits of the city of Hyderabad
from 301, III Floor, CSR Estate, Plot No.8, Sector 1, HUDA
Techno Enclave, Madhapur Main Road, Hyderabad,
Rangareddi 500081, Telangana, India, to 15th Floor -
Western Block, Vamasiram - Suvarna Durga Tech Park,
Nanakramguda Village, Serilingampally Mandal, GHMC
Serilingampally Circle, Ranga Reddy District, 500032,
Telangana, w.e.f. August 31, 2024.

15. CHANGE OF CORPORATE IDENTIFICATION
NUMBER (CIN)

Pursuant to the listing of equity shares of the
Company on BSE Limited (BSE) and National
Stock Exchange of India Limited (NSE), the
Corporate Identification Number of the Company
has changed from U65999TG2011PLC074795 to
L65999TG2011PLC074795 and status has been
changed from Unlisted to Listed in the Company''s
Master Data on the website of the Ministry of Corporate
Affairs (MCA).

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP):

A) Board of Directors

The Directors of the Company are eminent
persons of proven competencies and integrity.
Besides experience, strong financial acumen,
strategic astuteness and leadership qualities, they
have a significant degree of commitment towards
the Company and devote adequate time to the
meetings. The Company recognizes and embraces
the importance of a diverse board in its success.

The Company believes that a truly diverse board
will leverage differences in thought, perspective,
knowledge, skill, industry experience and
gender which will help the Company to retain its
competitive advantage.

As on March 31, 2024, the Company''s Directorate
consisting of six Directors out of which three
Directors were Independent Directors including
one Woman Director. Mr. Raj P Narayanam is
the Chairman of the Board. The composition of
the Directorate is in conformity with the relevant
provisions of the Companies Act, 2013 and
Regulation 17 of the Securities and Exchange
Board of India (Listing Obligations and Disclosures
Requirement) Regulations 2015.

The Directors possess requisite qualifications and
experience in general corporate management,
strategy, finance, information technology and
other allied fields which enable them to contribute
effectively to the Company in their capacity as
Directors of the Company.

B) Board Diversity

The Board diversity offers several advantages.
Here are some of the key benefits of having
diverse boards:

• Enhanced decision-making: Board

diversity brings together individuals from
different backgrounds, experiences, and
perspectives. This diversity of thought and
expertise can lead to more robust and well-
rounded decision-making processes. By
considering a wider range of viewpoints,
boards can avoid groupthink and make more
informed and innovative choices.

• Enhanced problem-solving: Diverse boards
tend to be more effective in addressing
complex problems. The varied backgrounds
and experiences of board members enable
them to approach challenges from multiple
angles. This diversity of perspectives can
result in more effective problem-solving
and better outcomes for the organization.

• Improved corporate governance: Diverse
boards can contribute to better corporate
governance practices. When a board
comprises individuals with diverse skills,
knowledge, and experiences, it ensures
a more comprehensive oversight of the
Company''s activities. This can help in
addressing conflicts of interest, promoting
transparency, and ensuring accountability.

• Better understanding of customers and
markets: India is a diverse country with
a wide range of cultures, languages, and
consumer preferences. Having diverse
boards can provide valuable insights into
the diverse needs and preferences of
customers in different regions and segments
of the market. This understanding can help
companies tailor their products, services,
and marketing strategies to effectively target
and serve diverse customer groups.

• Increased creativity and innovation:
Diversity stimulates creativity and innovation
within organizations. By incorporating
diverse perspectives, boards can foster
a culture of openness, collaboration,
and inclusivity. Different viewpoints can
challenge existing norms, encourage fresh
ideas, and lead to more innovative solutions
and strategies.

• Mitigation of biases: Diverse boards can
help mitigate unconscious biases and
promote fairness and equity. By ensuring
representation from different genders,
ethnicities, age groups, and backgrounds,
boards can counterbalance any inherent
biases and ensure a more equitable and
inclusive decision-making process.

• Improved reputation and stakeholder trust:
Companies with diverse boards often enjoy
a positive reputation for being inclusive and
socially responsible. Such companies are
perceived as more attuned to societal values
and needs. Board diversity can enhance
the Company''s brand image, attract diverse
talent, and build trust with stakeholders,
including investors, customers, and
employees.

Board diversity offers numerous advantages,
including improved decision-making, enhanced
corporate governance, increased creativity and
innovation, better problemsolving, understanding
of diverse markets, improved reputation, and the
mitigation of biases. These benefits contribute
to the long-term success and sustainability of
organizations in the Indian business landscape.

The Board of Directors has adopted the Policy on
Diversity of Board of Directors which sets out the
approach to diversity of the Board of Directors.
The Policy is available in the website of the
Company website https://ir.zaggle.in/wp-content/
uploads/2023/12/policy-on-diversity-of-board-of-
directors.pdf.

C) Appointment/Reappointment

During the year under review, Mr. Raj P Narayanam
(DIN: 00410032) was reappointed as Whole time
Director with designation as Executive Chairman
w.e.f. June 01, 2023, pursuant to resolution passed
at the meeting of Board of Directors and special
resolution passed at the Extra-Ordinary General
Meeting of the Company held on May 24, 2023
and June 23, 2023 respectively.

The members of the Company approved the re¬
appointment of Mr.Avinash Ramesh Godkhindi
(DIN: 05250791) as Managing Director and Chief
Executive Officer of the Company for a term of 2
years effective from May 07, 2024 through postal
ballot by remote electronic voting on April 27,
2024.

In order to comply with the provisions of Section
152 (6) of the Companies Act, 2013 and rules
applicable thereunder, the appointment of Mr.Arun
Vijaykumar Gupta (DIN: 05131228) Non-Executive
Director is liable to retire by rotation at this Annual
General Meeting, being eligible offers himself
for re-appointment. Pursuant to the provisions
of Regulation 36 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial
Standards 2 on General Meetings issued by
Institute of Company Secretaries of India (ICSI),
brief particulars of the director proposed to be
re-appointed are provided as an annexure to the
notice convening the AGM.

D) Retirements and Resignations

During the year under review, none of the
Directors retired or resigned from the Board.

E) Key Managerial Personnel

In accordance with the provisions of Sections 2(51)
and 203 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the following are the Key Managerial Personnel of
the Company as on March 31, 2024.

Sr No	Name	Designation
1	Mr. Raj P Narayanam	Executive Chairman
2	Mr. Avinash Ramesh Godkhindi	Managing Director and Chief Executive Officer
3	Mr. Venkata Aditya Kumar Grandhi	Chief Financial Officer
4	Ms. Hari Priya	Company Secretary and Compliance Officer

F) Cessation of Key Managerial Personnel

During the year under review, the Company had
promoted Mr. Vidya Niwas Khetawat as Chief
Investor Relations Officer (CIRO) of the Company
w.e.f. August 25, 2023 and subsequently ceased
as a Key Managerial Personnel of the Company.

G) Independent Directors and their declaration of
Independence

As on March 31, 2024, the Independent Directors
of the Company included Mr. Abhay Deshpande
Raosaheb, Mr. Aravamudan Krishna Kumar and
Ms. Prerna Tandon. All the Independent Directors
of the Company have furnished necessary
declaration in terms of Section 149(7) of the
Companies Act, 2013 and Regulation 25(8) of
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 affirming that they meet the
criteria of independence as stipulated under the
Companies Act, 2013 and Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. In the opinion
of the Board, all the Independent Directors
have the integrity, expertise and experience
including the proficiency required to effectively
discharge their roles and responsibilities in
directing and guiding the affairs of the Company.
In terms of Regulation 25(8) of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Independent Directors have confirmed 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.

H) Registration of Independent Directors in

Independent Directors databank

All the Independent Directors of the Company
have been registered and are members of
Independent Directors Databank maintained by
the Indian Institute of Corporate Affairs (IICA).

I) Familiarization Program of Independent

Directors

In compliance with Regulation 25(7) of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)

Regulations, 2015 and Schedule IV of the

Companies Act, 2013 the Company has a
structured program for orientation and training
of Directors so as to enable them to understand
the nature of the industry in which the Company

operates, business model of the Company and
roles, rights, and responsibilities of Independent
Directors.

The Program aims to provide insights into the
Company to enable the Independent Directors
to be in a position to take well-informed timely
decisions and contribute significantly to the
Company. The Independent Directors of the
Company are given every opportunity to familiarize
themselves with the Company, its management,
and its operations so as to understand the
Company, its operations, business, industry and
environment in which it functions.

Independent Directors are also issued an
appointment letter detailing their role, duties and
responsibilities, remuneration and performance
evaluation process.

J) Evaluation of Board’s Performance

In terms of section 134 (3) of the Companies Act,
2013 read with Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company
had laid down the criteria for reviewing the
performance of the Board, its Committees and
individual Directors. The evaluation process of
Directors inter alia considers attendance of the
Directors at Board and Committee meetings,
acquaintance with business, communicating inter
se board members, effective participation, domain
knowledge, compliance with code of conduct,
vision and strategy etc.

In compliance with the provisions of the Act and
Regulation 17(10) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, to improve the
effectiveness of the Board and its Committees, as
well as that of each individual Director, a formal
Board review is undertaken on an annual basis.

The Nomination and Remuneration Committee
at their meeting held on February 06, 2024
had carried out the evaluation of the Board,
its Committees, and Individual Directors on an
annual basis and the committee has submitted
their review/ recommendation to the Board of
Directors.

The Board of Directors at their meeting held on
February 06, 2024 have carried out an annual
evaluation of the performance of Independent
Directors.

The evaluation process broadly covers the
following parameters:

i) Board - ♦ Board structure and composition,

♦ Board meetings, information flow and
agenda, ♦ Board culture, relationships and
dynamics, ♦ strategy, business performance,

♦ succession planning, ♦ risk management,

♦ continuous improvement, etc.

ii) Board Committees - ♦ Overall Committees
of the Board, ♦ composition and diversity,

♦ leadership of the Chair, ♦ meetings
frequency and duration, ♦ succession
planning of the Committee members,

♦ interaction with management, quality
of discussions, ♦ stay abreast of novel
scientific and technological developments
and innovations, ♦ quality of agenda and
supporting documents, etc.

iii) Individual Directors - ♦ Attendance in
meetings, ♦ experience and expertise,

♦ participation and contribution in Board
deliberation, ♦ preparedness in subjects,

♦ understanding of governance, regulatory,
financial and fiduciary requirements, ♦ stay
up to date and brings insight on the industry,

♦ up to date on corporate governance trends
and development, ♦ focused on improving
shareholders value, ♦ understanding of
organization''s strategy and risk environment,
sufficiently challenges management to set
and stretch goals, ♦ maintain high standards
of ethics, integrity, confidentiality and
adherence to the Code of Conduct, ♦ strong
desire to make the Board an even better
version of itself, etc.

iv) Chairman - ♦ Evaluated on the above
parameters for individual Directors.

♦ evaluated on effective leadership,

♦ moderatorship and conduct of impartial
discussions, ♦ seeking participation from
Board members and ♦ availability for other
Board members and constructive feedback..

The Board of Directors were satisfied with the
evaluation process and outcome, Directors
engagement, experience, diversity and expertise.
The Board Committees were also found to be
effective in terms of its composition, functioning
and contribution. The evaluation process
acknowledged that the Board and Board
committees have spent sufficient time on future
business strategies and other longterm and short¬
term growth plans, operational matters including
review of business and functional updates,
financial results and other regulatory approvals,
governance matters and internal controls.

K) Statement Regarding Opinion of the Board with
regard to Integrity, Expertise and Experience
(Including the Proficiency) of the Independent
Directors appointed during the Year
Considering the requirement of skill sets on the
Board, eminent people having an independent
standing in their respective field/profession and
who can effectively contribute to the Company''s
business and policy decisions are considered by
the Nomination and Remuneration Committee
for appointment as Independent Director on
the Board. The Committee, inter alia, considers
qualification positive attributes, area of expertise
and number of Directorships and Memberships
held in various committees of other Companies by
such persons in accordance with the Company''s
Policy for determining qualifications, positive
attributes and independence of a director. The
Committee evaluates the balance of skills,
knowledge and experience on the Board and
on the basis of such evaluation, prepare a
description of the role and capabilities required of
an independent director.

The person recommended to the Board for
appointment as an independent director
shall have the capabilities identified in such
description. The Board considers the Committee''s
recommendation, and takes appropriate decision.
In the opinion of the Board, the Independent
Directors possess the attributes of integrity,
expertise and experience as required to be
disclosed under Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014 (as amended).

L) Committees of the Board of Directors

As on March 31, 2024, the Board has the following
Committees:

i) Audit Committee

ii) Nomination and Remuneration Committee/
Compensation Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee

vi) IPO Committee

vii) Executive Committee

The Board of Directors at their Meeting held on
July 30, 2024 have approved the dissolution of
the IPO Committee with immediate effect in terms
of respective provisions of the Companies Act,
2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

All the recommendations made by the Board committees, including the Audit Committee, were accepted by the
Board.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this
Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and
Rules, are as follows:

Name of the Committee	Composition of the Committee	Terms of reference
Audit Committee	a) Mr. Abhay Deshpande Raosaheb (C) b) Mr. Aravamudan Krishna Kumar (M) c) Mr. Raj P Narayanam (M)	The terms of reference have been discussed in detail in the Corporate Governance Section of the Annual Report.
Nomination and Remuneration Committee/ Compensation Committee	a) Mr. Aravamudan Krishna Kumar (C) b) Mr. Abhay Deshpande Raosaheb (M) c) Mr. Arun Vijaykumar Gupta (M)
Stakeholders Relationship Committee	a) Mr. Arun Vijaykumar Gupta (C) b) Ms. Prerna Tandon (M) c) Mr. Avinash Ramesh Godkhindi (M)
Corporate Social Responsibility Committee	a) Mr. Raj P Narayanam (C) b) Mr. Abhay Deshpande Raosaheb (M) c) Mr. Avinash Ramesh Godkhindi (M)
Risk Management Committee	a) Mr. Raj P Narayanam (C) b) Mr. Abhay Deshpande Raosaheb (M) c) Mr. Avinash Ramesh Godkhindi (M)
IPO Committee	a) Mr. Raj P Narayanam (C) b) Mr. Abhay Deshpande Raosaheb (M) c) Mr. Avinash Ramesh Godkhindi (M)
Executive Committee	a) Mr. Raj P Narayanam (C) b) Mr. Abhay Deshpande Raosaheb (M) c) Mr. Avinash Ramesh Godkhindi (M)

# C - Chairman and M - Member

M) Meetings of the Board and Committees

The Board of Directors meets at regular intervals
to discuss and decide on the Company''s policies
and strategy apart from other Board matters.

The Company has conducted Eighteen (18)
Board meetings during the financial year
under review. The intervening gap between
any two meetings was within the period
prescribed by the Companies Act, 2013 and
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. The composition of the Board
of Directors, Committees, attendance of the
Directors in the Board and Committees are given
in the Chapter on Corporate Governance.

N) Independent Directors Meeting

In terms of Schedule IV of the Companies Act,
2013 and Regulation 25 of the Securities and
Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015
mandate that the Independent Directors of the
Company shall hold at least one meeting in a
year, without the attendance of Non-Independent
Directors and members of the management.
To exercise free and fair judgment in all matters
related to the functioning of the Company as well
as the Board, it is important for the Independent
Directors to have meetings without the presence
of the executive management.

During the year under review, Independent
Directors met one time without the presence of
Executive Directors and other members of the
Management. The Company is ready to facilitate
more such sessions as and when required by the
Independent Directors. During this meeting, the
Independent Directors reviewed the performance
of the Company, the Chairman, Board and the
quality of information given to the Board were
also discussed.

O) Training of Independent Directors

Every new independent director of the Board
attends an orientation program. To familiarize the
new inductees with the strategy, operations and
functions of the Company, the Executive Directors/
Senior Managerial Personnel make presentations
to the inductees about the Company''s strategy,
operations, product and service offerings,
markets, organization structure, quality and risk
management etc.

P) Terms and Conditions of Appointment of
Independent Directors

All the Independent Directors of the Company
have been appointed as per the provisions of
the Companies Act, 2013 and the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and
formal letter of appointment are issued to the
Independent Directors. As required by Regulation
46 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the terms and conditions of
their appointment have been disclosed on the
website of the Company at https://ir.zaggle.in/wp-
content/uploads/2023/12/terms-and-conditions-
of-appointment-of-independent-directors.pdf.

Q) Directors and Officers insurance (‘D and O
insurance’)

The Company has procured D & O liability
insurance policy that covers the members of
the Board and Officers of the Company for such
quantum and risks as determined by its Board of
Directors.

R) Declaration from Directors

The Company has received necessary declaration
from all Directors stating that they are not
debarred or disqualified from being appointed or
continuing as Directors of Companies as per the
Securities and Exchange Board of India, Reserve
Bank of India, Ministry of Corporate Affairs or any
such other Statutory Authority.

S) Certificate from Company Secretary in practice

Pursuant to Regulation 34(3) and Schedule V Para
C clause (10) (i) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Company
has obtained a certificate from M/s. S. S. Reddy
& Associates, Practicing Company Secretaries,

Hyderabad (Firm Registration Number
S2008AP101300) and forms part of the Annual
Report.

T) Directors’ Responsibility Statement

Pursuant to Section 134 (3) (c) and Section 134(5)
of the Companies Act, 2013, the Directors hereby
report that:

a) in the preparation of the annual accounts,
the applicable accounting standards have
been followed along with proper explanation
relating to material departures, if any;

b) appropriate accounting policies have
been selected and applied consistently.
Judgement and estimates which are
reasonable and prudent have been made so
as to give a true and fair view of the state of
affairs of the Company as at the end of the
financial year and of the profit of Company
for the year;

c) proper and sufficient care has been taken
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) the annual accounts have been prepared on
an on-going concern basis;

e) proper internal financial controls have been
laid down to be followed by the Company
and such internal financial controls are
adequate and are operating effectively; and

f) proper systems to ensure compliance
with the provisions of all applicable laws
have been devised, and such systems are
adequate and are operating effectively.

U) Succession Planning for the Board and Senior
Management

The Company strives to maintain an appropriate
balance of skills and experience in the Board and
within the Company, in an endeavor to introduce
new perspectives while maintaining experience
and continuity. Additionally, promoting Senior
Management within the organization motivates
and fuels the ambitions of the talent force to earn
future leadership roles. The Board of Directors
has adopted the Policy on Succession Planning
for the Board and Senior Management.

17. AUDITORS

A) Statutory Auditors

M/s P R S V & Co. LLP, were appointed as Statutory
Auditors of the Company, vide the resolutions
passed by the Board of Director at their meeting
held on June 20, 2015 in place of the casual
vacancy and the same was regularised by the
shareholders in Extraordinary General Meeting
(EGM) held on July 17, 2015.

Further, the Company has reappointed M/s P R S V
& Co. LLP, as Statutory Auditors to hold office from
the conclusion of 4th Annual General Meeting till
the conclusion of the 9th Annual General Meeting
of the Company

Thereafter, they were appointed as Statutory
Auditors for a second term to hold office from the
conclusion of 9th Annual General Meeting till the
conclusion of the 14th Annual General Meeting of
the Company

M/s. M S K A & Associates, Chartered
Accountants, Hyderabad (Firm Registration No.
105047W) were appointed as joint statutory
auditors of the Company to hold office from the
conclusion of 11th Annual General Meeting till the
conclusion of the 15th Annual General Meeting
of the Company.

Further to their discussions with management,
M/s P R S V & Co LLP, Chartered Accountants,
has expressed to discontinue as the Statutory
Auditors of the Company from the conclusion
of this Annual General Meeting. Accordingly, the
statutory audits of the Company from Financial
Year 2024-25 and onwards, will be carried out by
the other auditor viz. M/s. M S K A & Associates.

The Audit Committee and Board at their respective
meetings placed on record their appreciation
to M/s P R S V & Co LLP for their contribution
to the Company with their audit processes and
standards of auditing.

Comments on Auditors Report

The Audit reports dated May 23, 2024 issued
by the M/s. P R S V & Co. LLP, Chartered
Accountants, and M/s. M S K A & Associates,
Chartered Accountants, Joint Statutory Auditors
on the Company''s Standalone and Consolidated
financial statements for the financial year ended
2023-24 is part of the Annual Report. There has
been no qualification, reservation or adverse
remark in their Report.

B) Cost Auditor

The provisions of Section 148 of the Companies
Act, 2013 read with Rule 3 of the Companies (Cost
Records and Audit) Rules, 2014 do not apply to
the Company. Accordingly, the Company is not
required to appoint a Cost Auditor.

C) Secretarial Auditor

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the Board
of Directors have appointed M/s. S. S. Reddy
& Associates, Practicing Company Secretaries,
Hyderabad (Firm Registration Number
S2008AP101300) as a Secretarial Auditor of the
Company for the financial year 2023-24 at their
meeting held on May 24, 2023.

The Secretarial Audit Report dated July 30, 2024,
issued by the Secretarial Auditor is annexed in
Annexure-II and forms an integral part of the
Board''s Report. There has been no qualification,
reservation or adverse remark in their Report.

Further, in compliance with Regulation 24A of
the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Annual Secretarial
Compliance Report issued by the Secretarial
Auditor, has been submitted to the stock
exchanges within the statutory timelines and the
same is annexed in Annexure-III.

Based on the consent received from M/s. S.
S. Reddy & Associates, Practicing Company
Secretaries, Hyderabad (Firm Registration Number
S2008AP101300) and on the recommendation of
the Audit Committee, the Board of Directors has
approved their appointment as the Secretarial
Auditor of the Company for FY 2024-25. They
have confirmed their eligibility for the said
reappointment.

D) Internal Auditor

M/s. R Y M & Co. LLP, Chartered Accountants,
were appointed as an Internal Auditor of the
Company for the Financial Year 2023-24 in the
Board meeting held on May 24, 2023 to reports
to the Audit Committee about the adequacy
and effectiveness of the internal control system
of the Company. The recommendations of the
internal auditor on improvements required in
the procedures and control systems are also
presented to the Audit Committee.

Internal Audit and Control System:

Internal audit and control systems play a crucial
role in ensuring the efficient and effective
operation of organizations across various
sectors. Internal audit refers to the independent
and objective examination of an organization''s
activities, processes, and controls to assess their
adequacy, reliability, and compliance with relevant
laws, regulations, and internal policies. The
primary objective of internal audit is to provide
assurance to management and stakeholders
that risks are identified, managed, and mitigated
appropriately.

Internal audit encompasses a wide range of
activities, including evaluating the effectiveness of
internal controls, identifying areas of improvement,
assessing operational efficiency, detecting fraud
and irregularities, and ensuring compliance with
legal and regulatory requirements. By conducting
regular audits, internal auditors help organizations
identify potential weaknesses in their systems
and processes, allowing management to take
proactive measures to address them.

Control systems, on the other hand, refer to the
policies, procedures, and practices put in place by
management to safeguard assets, ensure accurate
financial reporting, and promote operational
efficiency. These control systems aim to mitigate
risks and provide reasonable assurance that the
organization''s objectives are achieved.

The internal audit function is responsible for
evaluating the design and effectiveness of
these control systems. Internal auditors assess
whether the controls are properly designed to
mitigate risks and whether they are operating
effectively in practice. They conduct tests and
reviews to identify control gaps, weaknesses,
or deviations from established policies and
procedures. Based on their findings, they provide
recommendations to management for enhancing
controls and improving processes, thus helping
the organization operate in a more efficient and
risk-aware manner.

Effective internal audit and control systems
contribute to better governance, risk management,
and internal controls within an organization. They
provide management and stakeholders with
confidence that risks are managed appropriately,
financial information is reliable, and operations
are conducted with integrity. By continuously
monitoring and evaluating controls, internal audit
helps organizations stay ahead of emerging risks,

adapt to changing business environments, and
enhance overall performance and accountability.

The Company has an Audit Committee consisting
of Two Independent Directors and one Executive
Director. The Audit Committee of the Board of
Directors and Statutory Auditors are periodically
apprised of the internal audit findings and
corrective actions taken. The Audit Committee
of the Board of Directors reviews the adequacy
and effectiveness of internal control system and
suggests improvements if any for strengthening
them.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT

The Joint Statutory Auditors of the Company have
not reported any fraud as specified under the second
proviso of section 143(12) of the Companies Act,
2013 (including any statutory modification(s) or re-
enactment(s) for the time being in force.

19. CEO & CFO CERTIFICATION

Mr. Avinash Ramesh Godkhindi, Managing Director and
Chief Executive Officer and Mr. Venkata Aditya Kumar
Grandhi, Chief Financial Officer of the Company have
given annual certification on financial reporting and
internal controls to the Board in terms of Regulation 17(8)
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and the same forms part of this Annual Report.
Mr. Avinash Ramesh Godkhindi, Managing Director and
Chief Executive Officer and Mr. Venkata Aditya Kumar
Grandhi, Chief Financial Officer of the Company also
give quarterly certification on financial results while
placing the financial results before the Board in terms
of Regulation 33(2) (a) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

20. POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The policy of the Company on Directors'' appointment
and remuneration, including criteria for determining
qualifications, positive attributes, independence of
a Director and other matters are adopted as per
the provisions of the Companies Act, 2013. The
remuneration paid to the Directors is as per the terms
laid out in the Nomination and Remuneration Policy
of the Company. The Nomination and Remuneration
Policy as adopted by the Board is available on the

Company''s website https://ir.zaggle.in/wp-content/
uploads/2023/12/nomination-and-remuneration-policy.
pdf

21. CODE FOR PREVENTION OF INSIDER TRADING

The Company adopted a Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons and
their Immediate Relatives pursuant the Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. This Code of Conduct also includes
code of practices and procedures for fair disclosure
of unpublished price sensitive information and has
been made available on the Company''s website at
https://ir.zaqqle.in/wp-content/uploads/2023/12/
code-of-practices-and-procedures-for-fair-disclosure-
of-unpublished-price-sensitive-information.pdf.
The Company is maintaining Structured Digital
Database (‘SDD''), for monitoring the dealings in the
securities of the Company by the promoters, directors
and designated persons including immediate relative
and also to keep record of the persons with whom
the unpublished price sensitive information of the
Company has been shared internally or externally until
it becomes public.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors adopted the Vigil Mechanism/
Whistle Blower Policy which is in compliance with
Section 177(9) of the Companies Act, 2013 and
Regulation 22 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Whistle Blower Policy aims
to conduct the affairs of the Company in a fair and
transparent manner by adopting the highest standards
of professionalism, honesty, integrity, and ethical
behaviour.

All present employees and Whole-time Directors
of the Company are covered under the Whistle
Blower Policy. A mechanism has been established
for employees and other stakeholders to report
their concerns about unethical behaviour, actual or
suspected fraud or violation of the Code of Conduct
and Ethics, and leak of price-sensitive information
under the Company''s Code of Conduct formulated for
regulating, monitoring, and reporting by Insiders under
Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended from
time to time. It also provides for adequate safeguards
against the victimization of employees who avail the
mechanism and allows direct access to the Chairman
of the Audit Committee. During the year under review,

no complaints were reported under the Whistle Blower
Policy. The Whistle Blower Policy is available on the
Company''s website https://ir.zaggle.in/wp-content/
uploads/2023/12/Whistle-Blower-Policy.pdf

23. MATERIAL SUBSIDIARY POLICY

The Company has formulated a Policy for determining
Material Subsidiaries. The Policy is available on
the Company''s website and can be accessed at
Company''s website https://ir.zaggle.in/wp-content/
uploads/2023/12/policy-for-determining-material-
subsidiaries.pdf.

24. DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual
harassment at the 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 thereunder for prevention
and redressal of complaints of sexual harassment at
workplace.

The Company has constituted the various Internal
Complaints Committee at various office locations of
the Company in accordance with the provisions of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made thereunder.

There was no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act'' 2013 during the year
under review.

The Company regularly conducts awareness
programmes for its employees.

25. POLICIES

The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 mandated the formulation of certain policies for
all listed companies. Accordingly, the Company has
adopted the various policies and the following polices
are uploaded on the website of the Company. Some
internal policies are available on the intranet platform
of the Company. The policies are reviewed periodically
by the Board/Committee and updated based on need
and new compliance requirement.

Name of the policy	Brief description
Vigil Mechanism / Whistle Blower Policy	The Company has adopted the whistle-blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. It also provides for adequate safeguards against victimization of employees who availed the mechanism and also provides for direct access to the Chairperson of the Audit Committee.
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information	The Company has adopted a Code of Conduct to Regulate, Monitor & Report Trading by Insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as per the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation 2015, with a view to regulate trading in securities by the Directors and Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed and other certain situations.
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and senior management of the Company
Corporate Social Responsibility Policy	The policy outlines the Company''s strategy to bring about a positive impact on Society through programs relating to hunger, poverty, education, healthcare, environment, relief, disaster management etc., as per the provisions of the Companies Act, 2013.
Policy for Determining Material Subsidiaries	The policy is used to determine the material subsidiaries and material non- listed Indian subsidiaries of the Company and to provide the governance framework for them.
Policy on Materiality of and Dealing with Related Party Transactions	The policy regulates all transactions between the Company and its related parties
Policy on Preservation of Documents	The policy deals with the preservation of corporate records of the Company
Policy on Archival of Documents	The policy deals with the retention and archival of corporate records of the Company
Dividend Distribution Policy	This Policy is to ensure the right balance between the quantum of Dividend paid and amount of profits retained in the business for various purposes
Policy on Determination of Materiality of Event	The Policy is to determine materiality of events or information relating to the Company and to ensure timely and accurate disclosure on all material matters concerning the Company.
Risk Management Policy and Procedures	This policy sets out the objectives and accountabilities for the management of risk within the Company such that it is structured, consistent and effective
Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives	This code Regulates any kind of Insider Trading by designated persons
Policy on Prevention of Sexual Harassment	The policy aims at providing a safe work environment for women at workplace

26. RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act,
2013 and Regulation 17(9) of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
formulated and adopted a Policy on Risk Management
and Procedure. The Risk Management policy of the
Company outlines a framework for identification of
internal and external risks specifically faced by the
Company, in particular including financial, operational,
sectoral, information, cyber security risks, or any
other risk as may be determined by the Committee;
measures for risk mitigation including systems and
processes for internal control of identified risks; and
Business continuity plan. Risk is an integral part of the
Company''s business, and sound risk management
is critical to the success of the organization. The
Company has adequate internal financial control
systems and procedures to combat the risk. The risk
management procedure is reviewed by the Audit
Committee and Board of Directors on a regular basis
at the time of review of the quarterly financial results
of the Company.

Furthermore, pursuant to the requirement of
Regulation 21 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
constituted a Risk Management Committee (RMC),
consisting of Board members of the Company.

The Company has in place a Risk Management
framework to identify, evaluate business risks and
challenges across the Company both at corporate
level as also separately for each business division.

The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key
business objectives. Major risks identified by
the businesses and functions are systematically
addressed through mitigating actions on a continuing
basis. The Company''s internal control encompasses
various managements systems, structures of
organization, standard and code of conduct which all
put together help in managing the risks associated
with the Company.

During the year under review, there are no risks which
in the opinion of the Board that threaten the existence
of the Company. However, some of the risks which
may pose challenges are set out in the Management
Discussion and Analysis Report which forms part of
this Annual Report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee
had formulated a Corporate Social Responsibility

Policy (CSR Policy) indicating the CSR activities to
be undertaken and the Company had constituted
Corporate Social Responsibility Committee (“CSR
Committee”). A copy of CSR Policy is available on the
website of the Company and can be accessed on the
Company''s website at https://ir.zaggle.in/wp-content/
uploads/2023/12/Corporate-Social-Responsibility-
Policy.pdf. The policy encompasses the philosophy
of the Company for delineating its responsibility as
a corporate citizen and lays down the guideline and
mechanism for undertaking socially useful programs
for welfare of the community at large and for under
privileged community in the area of its operation in
particular.

As per the provisions of Section 135 the Act and the
Rules made thereunder, the Company is required to
spend '' 6.77 Million for the financial year 2023-24 i.e.
2% of the average net profits of the Company made
during the three immediately preceding financial
years.

The Company, however, spent an amount of '' 5.97
Million towards CSR activities during the financial year
2023-24. However, due to ongoing discussions with
NGOs for new projects there was an unspent amount
of '' 0.80 million which was not allocated towards CSR
activities. The Company has transferred the unspent
amount towards Prime Minister''s National Relief
Fund (PMNRF) within the time limits specified in the
Companies Act, 2013 and the Rules made thereunder.

The Annual Report on CSR containing the composition
of the CSR Committee, salient features of the CSR
Policy, details of activities, and other information
as required under Companies (Corporate Social
Responsibility Policy) Rules, 2014 are provided in
Annexure IV attached to this Report.

28. ADEQUECY OF INTERNAL FINANCIAL CONTROLS
AND COMPLIANCE WITH LAWS

The Company has adequate internal controls
consistent with the nature of business and size of
the operations, to effectively provide for safety of
its assets, reliability of financial transactions with
adequate checks and balances, adherence to
applicable statues, accounting policies, approval
procedures and to ensure optimum use of available
resources. These systems are reviewed and improved
on a regular basis. It has a comprehensive budgetary
control system to monitor revenue and expenditure
against approved budget on an ongoing basis.

The Company has a internal auditor to assess the
adequacy and effectiveness of the Internal Controls

and System across all key processes covering
various locations. Audit Observations along with
recommendations and its implementations are
reviewed by the Audit Committee and concerns, if
any, are reported to the Board.

29. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details pertaining to loans given, guarantees
or securities provided or investments made by the
Company under Section 186 of the Companies Act,
2013 during the year under review is forming part of
the notes to the Financial Statements.

30. PARTICULARS OF CONTRACT OR ARRANGEMENTS
MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with
related parties as per Section 188 of the Companies
Act, 2013 and rules made thereof as amended from
time to time and as per the Policy on Materiality of
and Dealing with Related Party Transactions of the
Company during the financial year ended March 31,
2024 in prescribed Form AOC-2 is annexed to this
Board''s Report as Annexure V. Further there are no
materially significant related party transactions during
the year under review with Promoters, Directors, Key
Managerial Personnel''s and their relatives, which may
have potential conflict with interest of the Company
at large. The related party transactions were placed
before the audit committee and also to the Board at
their respective meetings for approval. All related
party transactions entered during the year were in the
ordinary course of business and at arm''s length basis.
Details of the related party transactions during the
year are part of the financial statements forming part
of this Annual Report.

In line with the requirements of the Companies
Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
a Policy on Materiality of and Dealing with Related
Party Transactions, which is also available on the
Company''s website at https://ir.zaggle.in/wp-content/
uploads/2023/12/policy-on-materiality-of-and-
dealing-with-related-party-transactions.pdf.

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

The information pertaining to conservation of energy,
technology absorption, Foreign Exchange Earnings
and Outgo as required under Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is annexed in
Annexure-VI.

32. ANNUAL RETURN

The Annual Return of the Company for the financial
year 2023-24 as required under Section 92(3) and
134(3)(a) of the Companies Act, 2013 is available on
the website of the Company and can be accessed on
the Company''s website at the link https://ir.zaggle.in/
disclosures-regulation/.

33. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for
the year under review as stipulated under Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is
presented in a separate section forming part of this
report.

34. CORPORATE GOVERNANCE

A separate report on Corporate Governance standards
followed by the Company, as stipulated under Schedule
V (C) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is enclosed as a separate section
forming part of this report.

The certificate from M/s. S. S. Reddy & Associates,
Practicing Company Secretaries, Hyderabad (Firm
Registration Number S2008AP101300) with regard to
compliance of conditions of corporate governance as
stipulated under Schedule V Part E of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and forms
part of the Annual Report.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

A detailed Business Responsibility and Sustainability
Report in terms of the provisions of Regulation 34
of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is available as a separate section in this Annual
Report

36. INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting
Standards (Ind AS) with effect from April 01, 2017
pursuant to Ministry of Corporate Affairs'' notification
of the Companies (Indian Accounting Standards)
Rules, 2015. The standalone and consolidated financial
statements of the Company, forming part of the
Annual Report, have been prepared and presented in
accordance with all the material aspects of the Indian
Accounting Standards (‘Ind AS'') as notified under
Section 133 of the Companies Act 2013 read with the
Companies (Indian Accounting Standards) Rules 2015

(by Ministry of Corporate Affairs (‘MCA'')) and Regulation
33 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 as amended and relevant amendment rules
issued thereafter and guidelines issued by the
Securities Exchange Board of India (“SEBI”). There
was no revision of Financial Statements (Standalone
& Consolidated) and Board Reports during the year
under review.

37. STATEMENT ON COMPLIANCE WITH SECRETARIAL
STANDARDS

In terms of Section 118(10) of the Companies Act, 2013,
the Company complies with Secretarial Standards 1 and
2, relating to the ‘Meetings of the Board of Directors''
and ‘General Meetings'', respectively as issued by the
Institute of Company Secretaries of India (“ICSI”) and
approved by the Central Government.

38. PARTICULARS OF EMPLOYEES

The statement of particulars of appointment and
remuneration of managerial personnel as required
under Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed in Annexure-VII.

The statement containing particulars of employees
pursuant to Section 197(12) of the Companies Act, 2013
read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is open for inspection at the Registered Office
of the Company during business hours on all working
days of the Company, up to the date of the ensuing
Annual General Meeting.

Any shareholder interested in obtaining such details
may write to the Company Secretary of the Company
at [e-mail].

39. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies
Act, 2013 do not apply as there was no amount in the
unclaimed dividend account remaining unpaid under
sub-section (5) of section 124 of the Companies Act,
2013.

40. CHANGE IN THE NATURE OF BUSINESS, IF ANY.

There is a no change in the nature of business of the
Company during the year under review.

41. COMPOUNDING

In accordance with Section 77 of the Companies Act,
2013 the Company was required to register the charge

created pursuant to availing certain loan facilities, with
the RoC within 30 days or 60 days from the date of
creation of charge by payment of normal fees or by
paying additional fees, respectively. In the years 2020
and 2021, our Company availed two vehicle loans and
one home loan from ICICI Bank and created charge
on assets pursuant to such loan, without registering
such charge with the RoC within the prescribed period.
In this regard, the Company filed a compounding
application with the Regional Director, South East
Region, Hyderabad on November 24, 2022. Pursuant
to order dated June 15, 2023, The Company and
certain of our Directors were directed by the Registrar
of Companies, Hyderabad to pay an aggregate penalty
of '' 300,000 which was paid by the Company and the
relevant Directors. The quantum of the penalty under
the aforesaid order does not fall within the materiality
limit as specified in Regulation 30 of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

42. DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have been made and no proceedings
are pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF

The disclosure under this clause is not applicable as the
Company has not undertaken any one-time settlement
with the banks or financial institutions.

44. SIGNIFICANT/MATERIAL ORDERS PASSED BY
COURTS OR TRIBUNALS

No significant and material order has been passed by
the regulators, courts, tribunals impacting the going
concern status and Company''s operations in future.

45. CREDIT RATING

During the year under review, the Company reaffirmed
its credit rating as BBB Stable Outlook by ACUITE. The
rating reaffirmation from ACUITE is primarily owing to
substantial improvement in the Company''s earnings
profile and healthy capitalization levels. It demonstrates
the high reputation and trust the Company has earned
for its sound financial management and its ability to
meet all its financial obligations.

46. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment,
competence and dedication shown by its employees
in all areas of business. The company ensures
that it provides a harmonious and cordial working
environment to all its employees. To ensure good
human resources management, the Company
focused on all aspects of the employee lifecycle. This
provides a holistic experience for the employee as
well. During their tenure at the Company, employees
are motivated through various skill- development
programs, engagement and volunteering programs.
The Company has put in continued efforts in building
capabilities of Human Resources with adoption of
specific and targeted interventions. The Company
has a structured induction process at all locations and
management development programs to upgrade skills
of managers. Objective appraisal systems based on
Key Result Areas are in place for all employees.

The Company is committed to nurture, enhance and
retain talent through superior Learning & Organizational
Development.

47. INVESTOR RELATIONSHIP

Investor relations is a critical function within a company
that focuses on building and maintaining relationships
with its investors and stakeholders. It serves as the
bridge between the Company''s management team
and its shareholders, analysts, and the broader
investment community. The primary goal of investor
relations is to effectively communicate the Company''s
financial performance, strategic direction, and key
developments to the investment community.

Investor relations activities play a vital role in managing
the flow of information between the Company and
its investors. This disseminates accurate and timely
information, such as financial reports, earnings
releases, and regulatory filings, to ensure transparency
and compliance.

The Company''s officials participate in investor
conferences, roadshows, and earnings calls,
where they provide updates on the Company''s
performance and address questions and concerns
from investors.

Another crucial aspect of investor relations is building
and maintaining relationships with shareholders and
analysts.

Overall, investor relations is a critical function that
helps companies establish and maintain productive
relationships with their investors and the broader
investment community and also contribute to
enhancing the Company''s reputation, maximizing
shareholder value, and supporting its long-term growth
objectives.

48. INSURANCE

The Company has taken adequate insurance cover for
all assets and also such types of all risks as considered
necessary by the management from time to time.

49. ACKNOWLEDGEMENTS

We, the Board of Directors, feel compelled to express
our sincere acknowledgment and heartfelt appreciation
to the customers, consumers, investors, bankers,
vendors and all stakeholders who have played an
invaluable role in our collective success.

To our esteemed customers and consumers, we extend
our utmost appreciation. Your loyalty and trust in our
brand inspire us to continuously improve and exceed
your expectations. Your invaluable feedback and
support have guided us in refining our products and
services, ultimately enhancing the overall customer
experience. We are honoured to be a part of your lives
and strive to consistently deliver excellence.

We would also like to express our gratitude to our
investors for their unwavering confidence in our vision
and mission. Your financial backing and strategic
guidance have propelled our growth and enabled us to
pursue innovation and expansion.

Your belief in our potential has been instrumental
in transforming our ideas into reality, and we remain
committed to delivering sustainable returns on your
investment.

To our esteemed bankers, we extend our sincere
appreciation and your unwavering support and
collaboration has been instrumental in our operational
efficiency and growth. Your partnership has enabled
us to navigate challenges and seize opportunities,
and we are grateful for the synergy we have cultivated
together.

Last but not least, we would like to extend our heartfelt
thanks to all our stakeholders. Your collective efforts,
dedication, and belief in our organization have been
the cornerstone of our achievements. We cherish the

relationships we have built, and we are committed
to fostering open communication, transparency, and
collaboration as we move forward. In conclusion, we
wholeheartedly acknowledge and appreciate the
customers, consumers, vendors investors, bankers,

and all stakeholders who have contributed to our
journey thus far. Your unwavering support and trust
have been integral to our success, and we look forward
to continuing this partnership as we strive for new
heights together.

For and On Behalf of the Board of Directors
Zaggle Prepaid Ocean Services Limited

Place: Hyderabad Raj P Narayanam Avinash Ramesh Godkhindi

Date: July 30, 2024 Executive Chairman Managing Director & CEO

DIN: 0041003 DIN : 05250791

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Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 32nd Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Highlights

During the year under review, performance of your company as under:

(Rupees in Lakhs)

Particulars Year ended Year ended 31st 31st March March 2014 2015

Total Income 105,668,811 5,28,72,330

Total Expenditure 105,175,535 5,26,15,084

Profit/(Loss) before tax 4,93,276 2,57,246

Profit/(Loss) after tax 3,40,750 1,12,481

Paid up Share Capital 40,000,000 40,000,000

Reserve & Surplus (11,414,782) (11,755,532)

State of Company's Affairs and Future Outlook

During the year under review, your company has earned revenue from operations of Rs. 105,668,811/-and however incurred profit of Rs. 3, 40,750. The Company is looking forward positively to do better in coming years in view of adequate measures taken by the company to prevent the profit of the Company. The Company has a object of to carry on the Business of an Investment Company, Financiers and finance brokers etc.

Change in nature of business, if any

There is no change in nature of Business of Company.

Dividend

The Board of Directors has not recommended any dividend during the financial year to use internal accruals within the Company for meeting its future business requirements.

Amounts Transferred to Reserves

No amount has been transferred in reserves during the current financial year.

Changes in Share Capital, if any

The paid up Equity Share Capital as on 31st March 2015 was Rs. 4, 00, 00,000. There has been no change in the capital structure of the Company as no new shares were issued by the Company during the period under consideration.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT-9 is enclosed herewith as Annexed.

Number of Board Meetings

The Board of Directors duly met 7 (Seven) times respectively on 26th May 2014,13th August 2014, 12th November 2014, 29th January 2015, 14th February 2015,26th February 2015, 31st March 2015.

Particulars of Loan, Guarantees and Investments under Section 186

During the period under review, no loans & guarantees were provided by the Company under the provisions of section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties

As per Section 188(1) of the Companies Act, 2013 there is no transaction entered with the related party during the Financial Year 2014-15.

Explanation to Auditor's Remarks

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

Material Changes Affecting the Financial Position of the Company

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2015 till the date of this report.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy are not quite relevant to its functioning.

b) Technology Absorption:

Since the Company is not engaged in any manufacturing activity, issues relating to Technology Absorption are not quite relevant to its functioning.

c) Foreign Exchange Earnings/ Outgo:

Earnings NIL

Outgo NIL

Details of Subsidiary, Joint Venture or Associates

During the year under review, no company became or ceased to be a Subsidiary /Joint Venture/Associate of the Company.

Risk Management Policy

The Board of Directors of the company are of the view that currently no significant risk factors are present which may threaten the existence of the company.

During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and the Board of Directors review these procedures periodically. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviours together form a complete and effective Risk Management System (RMS).

Details of Directors and Key Managerial Personnel

Details of Directors and KMP appointed or resigned during the year.

Name Designation Date of Appointment

Ms. Charu Aggarwal Director 08/01/2014

Mr. Rahul Yadav Additional Director 06/09/2013 (Independent)

Mr. Sanjay kumar Additional Director 31/03/2015 Gupta

Mr. Navneet Mangal Managing Director 13th August, 2014

Mr. Santosh Kumar Whole-Time Director 30th June, 2015

Ms. Pooja Kushwaha Additional Director 30th June, 2015 (Independent)

Mr. Abhishek Singh Additional Director 4th September, 2015 (Independent)

Mr. Anil Kumar Jalan Additional Director 4th September, 2015 Mr. Pankaj Bansal CFO 13th August, 2014

Mr.Vikas Gupta Company Secretary 18th January 2014 & KMP

Ms. Varsha Bharti Company Secretary 26th February, 2015 & KMP

Ms. Charu Sharma Company Secretary 14th August, 2015 & KMP

Name Date of Resignation

Ms. Charu Aggarwal -

Mr. Rahul Yadav -

Mr. Sanjay kumar 30th June, 2015 Gupta

Mr. Navneet Mangal 30th June, 2015

Mr. Santosh Kumar -

Ms. Pooja Kushwaha 14th August 2015

Mr. Abhishek Singh -

Mr. Anil Kumar Jalan -

Mr. Pankaj Bansal -

Mr.Vikas Gupta 29th January 2015

Ms. Varsha Bharti 14th August 2015

Ms. Charu Sharma -

Details of directors retiring by rotation in the ensuing Annual General Meeting.

Name Designation Date of Appointment Date of Resignation

Ms.Charu Aggarwal Director 08/01/2014 -

Details of significant & material orders passed by the regulators or courts or tribunal

Your Directors hereby declare that during the period under consideration, no order has been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Statement in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements

Your company has in place adequate internal financial control systems combined with delegation of power and periodical review of the process and financial statements. The control system is also supported by internal checking and management reviews with documented policies and procedures. As per requirement of Section 138 of Companies Act, 2013, M/s Kumar Aggarwal & Company, Chartered Accountant being Internal Auditor of the Company placed their report for the financial year 2014-15, which does not contain any qualification/adverse remark.

Deposits

No deposits were accepted by the Company during the financial year under review.

Receipt of any commission by MD / WTD from a Company or for receipt of commission / remuneration from its Holding or subsidiary

There is no receipt of any commission by MD / WTD from a Company and/or receipt of commission / remuneration from its Holding or Subsidiary to be provided.

Declaration by Independent Director

Declaration of Independence by Independent Directors were received by Company u/s 149(6) of Companies Act, 2013.

Secretarial Audit Report

Secretarial Audit Report in prescribed format MR 3 given by a PCS to be annexed to the Board Report.

Corporate Social Responsibility (CSR) Policy

We view responsible conduct as a necessary input for long term business success. We accept responsibility for our business, our employees and society. That is how we define our corporate responsibility (CR). But as per section 135 of the Companies Act, 2013 your Company is out of the preview of this responsibility.

Audit Committee

Pursuant to clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The Board of Directors in its meeting held on 31st March 2015 has constituted Audit Committee with three directors as its members namely, Mr. Sanjay Kumar Gupta, Mr. Rahul Yadav and Mr. Charu Aggarwal.

Statement Indicating the Manner in which Formal Annual Evaluation has been made by the Board of its own Performance, its Directors, and that of its Committees

Clause 49 of the listing agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the board on its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the board as a whole was conducted based on the criteria and frame work adopted by the Board. None of the independent directors are due for re- appointment.

Nomination & Remuneration Committee

As per the Section 177 and other applicable provisions of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 31st March, 2015 has constituted the Nomination and Remuneration Committee. The Composition of the Nomination and Remuneration Committee is as follows:-

a) Smt. Charu Aggarwal, Director;

b) Shri. Sanjay Gupta, Independent Director; and

c) Shri. Rahul Yadav, Independent Director.

Disclosure on Establishment of a Vigil Mechanism

The Vigil Mechanism of the Company includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

Corporate Governance

Presently, Clause 49 of the Listing Agreement relating to the Corporate Governance is applicable to the Company and the Company observes good corporate practices to enhance the stakeholders' value. Corporate Governance report pursuant to clause 49 of Listing Agreement is annexed herewith.

Managerial remuneration

The Company does not pay any Managerial Remuneration. Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are be made in the Board's Report. (Applicable to listed companies)

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

No cases were filed during the Financial Year Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Fraud Reporting (Required by Companies Amendment Bill, 2014)

No fraud reported during the period under Fraud Reporting (Required by Companies Amendment Bill, 2014).

Statutory Auditors

M/s V.N. Purohit & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under relevant provisions of the Companies Act, 2013 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Cost Auditors

Appointment of Cost Auditor is not applicable to Company. Hence, The Company has not appointed any Cost Auditor.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, 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 so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit /loss of the Company for that period;

c) the directors had 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) the directors had prepared the annual accounts on a going concern basis;

e) 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. [List of laws applicable to the company may be mentioned here]

f) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Acknowledgment

Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.

For and on Behalf of the Board For A.F. Enterprises Limited

Sd/- Sd/- Santosh Kumar Charu Aggarwal (WTD) (Director) DIN:02994228 DIN: 06632839 Address: 17, Pocket-D, Add.: A-219 Hanuman Mandir, Dilshad Garden, Delhi, 110095 Netaji Marg Kewal Park, Delhi- 110033

Date: 04/09/2015 Place: New Delhi

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Mar 31, 2014

Dear Members,

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights

Particulars Financial Year ended (in rupees)

31st March, 2014 31st March, 2013

Total Income 5,28,72,330 10,90,400

Total Expenditure 5,26,15,084 9,52,992

Profit/(Loss) before tax 2,57,246 1,37,408

Profit/(Loss) after tax 1,12,481 1,11,225

Paid-up Share Capital 4,00,00,000 24,00,000

Reserves and Surplus (1,17,55,532) (1,18,68,013)

Year in Retrospect

During the year under review total Income of the Company was Rs. 5.28 Cr as against Rs. 0.10 Cr in the previous year. The Company made a profit before tax of Rs. 0.02 Cr as against a profit after tax of Rs. 0.01 Cr in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material changes and commitments affecting the financial position of the Company after the close of financial year

Save as mentioned else where in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company - 31st March, 2014 till the date of this report except the following:

Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company has no Immediate plans for export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting Mr. Ankit Goyal who was appointed as additional director of the company on 22/07/2013 resigned from the directorship with effect from 06/09/2013, Mr. Navneet Mangal appointed as director of the Company with effect from 22/07/2013. Mr. Rakesh Vashisht ceased to be director w.e.f. 08/01/2014. Mrs. Charu Aggarwal appointed as director of the Company w.e.f. 08/01/2014.

Additional directors namely Mr. Rahul Yadav and Mr. Sanjay Kumar Gupta, hold office until the date of the ensuing Annual General Meeting. Their appointments as Directors of the Company are placed before the Members for consideration. The board recommends resolutions for adoption by the members.

Auditors

M/s V.N. Purohit & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under relevant provisions of the Companies Act, 2013 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors In the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. 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 at 31st March, 2013 and of the profit of the Company for the year ended on that date;

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; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The Equity Shares of the Company are listed at the Delhi Stock Exchange Limited and BSE Ltd (formerly Bombay Stock Exchange Ltd). The Company has already paid listing fees for the financial year 2014-15 to the DSE and BSE.

Corporate Governance

Presently, Clause 49 of the Listing Agreement relating to the Corporate Governance is applicable to the Company and the Company observes good corporate practices to enhance the stakeholders'' value. Corporate Governance report pursuant to clause 49 of Listing Agreement is annexed herewith.

Audit Committee

Pursuant to clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956. The Audit Committee has been constituted with three directors as its members namely, Mr Sanjay Kumar Gupta, Mr. Rahul Yadav and Mr. Navneet Mangal.

Acknowledgement

Your Directors lake this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record Its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates or the Company.

For and on Behalf of the Board For A.F. Enterprises Limited

Sd/- Sd/- Date: 26th May, 2014 Navneet Mangal Charu Aggarwal Place: Delhi Director Director Din: 06632840 Din: 06632839

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Mar 31, 2013

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March,2013.

Financial Highlights

Particulars Financial Year ended (in rupees) 31st March,2013 31st March,2012

Total Income 10,90,400 9,00,500

Total Expenditure 9,52,992 7,16,893

Profit/(Loss) before tax 1,37,408 1,83,607

Profit/(Loss) after tax 1,11,225 1,48,621

Paid-up Share Capital 24,00,000 24,00,000

Reserves and Surplus (1,18,68,013) (1,19,79,238)

Year in Retrospect

During the year under review total Income of the Company was RS. 10.90 lakhs as against Rs. 9.00 lakhs in the previous year. the Company made a profit after tax of Rs.1011 lakhs as against a profit after tax of Rs. 1.48 lakhs in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material changes and commitments affecting the financial position of the Company after the close of financial year

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2013 till the date if this report except the following.

Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchanges Earning and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no Export activity in the Company during the year under review. The company has no immediate plans for export in the near future as well.

c. Foreign Exchange Earning and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribe under section 217(2a) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

After the last Annual General Meeting Mr. Kulbhushan Parashar appointed as additional directors of the company w.e.f. 20/03/2013 and Mr. paras Ram Goyle ceased to be director w.e.f 20/03/2013.Mr. Navneet mangal and Mr. Ankit Goyal appointed as additional directors of the Company with effect from 22/07/2013. Mr.Kulbbhushan Parashar and Mr. Avnish Kumar Srivastav resigned from the directorship w.e.f. 22/07/2013.

Additional director namely Mr. Navneet mangal, hold office until the Date of the ensuring Annual General Meeting. His appointment as ordinary Director of the Company is placed before the Members for consideration. The Board recommends resolutions for adoption by the members.

Auditors

M/s V.N. Purohit &Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary compliance certificate from M/s Lalit Chawla & Associates Secretaries, Delhi. The Compliance Certificate is annexed herewith and forms part of this report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the Provisions of section 217(2AA) of the Companies Act,1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors conform that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable 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 at 31st March, 2013 and of the profit of the year ended on that date;

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 and

d. the Directors have prepared the Annual Accounts on going concern basis.

Stock Exchange Listing

The Equity Shares of the Company are listed at Delhi Stock Exchange Ltd(DSE). The Company has already paid listing fees for the financial year 2013-14 to the Delhi Stock Exchange Ltd.

Corporate Governance

Presently, Clause 49 of the Listing Agreement relating to the Corporate Governance is not applicable to the Company. However, the Company observes good corporate practices to enhance the stakeholders'' value.

Acknowledgement

For and on Behalf of the Board

For A F Enterprises Ltd

Chairman

Date:05th September,2013

Place: Delhi

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Mar 31, 2012

The Directors have in pleasure presenting their Annual Report along with the Audited Statements of Account for the year ended 31st March. 2012.

FINANCIAL RESULTS:

The financial results [or die year''s operations and the comparative figures of the previous year are summarised below:

Particulars 31st March 2012 31st March,201l (Amount in (Amount in Rupees} Rupees)

Total Income 9,00,500 1,00,000

Total Expenditure 7,16,893 2,126,474

Profit/(loss) before tax 1,83,607 (2,026,474)

Less/Add: Provision for tax/ Earlier year tax 34,986 NIL Provisions

Profit/(loss) after tax 1,48,621 (2,026,474)

Profit (loss) brought forward from previous year (1,21,27,859) (1,01,01,385)

Amount transferred to general reserve NIL NIL

Profit/(loss) carried over to next year (1,19,79,238) (1,21,27,859)

DIVIDEND:

In view of the financial results of the Company, Directors are unable to recommend any dividend for I the year under review.

OPERATIONS:

Due to adverse market conditions and bleak prospects. the Company is unable to operate more resourcefully,

The Company is now taking into consideration some other business prospects which can give it steady returns in the lone run.

DIRECTORS:

During the year tinder review. Mr. Avnish Kumar Srivastava. Director of the Company retires by rotation and being eligible, offer himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act. 1956; with respect to Directors'' Responsibility Statement, the Board of Directors hereby state and confirm:

(i) That in the preparation of the accounts for the financial year ended 315l March, 2012. the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Thai the Directors have selected such accounting policies. and applied them consistently and made judgments and estimates that were 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 or loss of the Company: for the year tinder review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March. 2012 on a ''going" concern'' basis.

AUDIT COMMITTEE:

The paid up capital of the Company is Rs.24, 00,000 only. Therefore Company does not fall into the provision of Section 292A; hence no Audit Committee is required to be constituted.

CORPORATE GOVERNANCE:

The Company continues to function in a transparent manner with the basic philosophy to create wealth, besides taking care of the interests of all stakeholders including "Shareholders. Banks. Financial Institutions. Customers. Employees and the Society at large. Your Company gives due emphasis on the adaptability to such procedures so as to ensure transparency. accountability & integrity in all respect.

The paid up share capital of the Company is less than 3 Crores and net worth is less than 25 Crores therefore Company does not fail in the provision of Clause 49 of the Listing Agreement, Hence no 1''eporl on Corporate Governance is annexed along with the Director''s Report.

COMPLIANCE. CERTIFICATE:

Pursuant to Section 383A of the Companies Act. 1956 the Company has obtained, a Compliance Certificate from Trilok Chand Garg. Practicing Company Secretary, in the prescribed form regarding compliance by the Company, The Copy of the same has been '' attached with this report.

AUDITORS:

Your Company''s auditor M/S Umesh Chand & Company. Chartered Accountant, retires at the conclusion of the forthcoming Animal General Meeting of the Company and being eligible offer themselves tor re-appointment. Your directors recommend their re- appointment and lo fix their remuneration. The Company has received confirmation from the above Auditors to the effect that their appointment, if made, would be within the limits under .Section 224(113) of the Companies Act. 1956.

AUDIT REPORT:

The observations of the Auditors Report read with the notes on accounts are sell explanatory.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company do not involve in any manufacturing or processing activities and is not included in the list of specified industries so the particulars as per the Companies (Disclosure of Particulars in the Report of Board of Directors] Rules. 1988 regarding conservation of energy and technology absorption are not applicable. The foreign exchange earnings and outgo during the year is NIL.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration exceeding the limits laid down under Section 217(2A) of the Companies Act. 1956.

INDUSTRIAL RELATIONS:

The Industrial Relations have continued to be stable and harmonious during the course of the year. The Company has made sustained efforts to improve manpower productivity and employer-employee relations.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their sincere thanks to the employees at all level for their contributions made during the year, Moreover they wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the employees of the Company,

BY ORDER OF THE BOARD

FOR A F ENTERPRISES LIMITED

Place: Delhi (RAKESH VASH1ST)

Dated: 30.08.2012 (DIN-005I6784)

CHAIRMAN

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Mar 31, 2011

The Directors have pleasure in presenting their Annual Report Along with the Audited Statements of Account for the year ended 31st March, 2011.

FINANCIAL RESULTS:

The financial results for the year''s operations and the comparative figures of the previous year are summarised below:

(Amount in Rupees)

PARTICULARS 2010-2011 2009-2010

Other Income 1,00,000 NIL

Profit(Loss) before Depreciation (20,26,474) (1,19,910)

Depreciation NIL NIL

Profit/(loss) before Extra-ordinary items (20,26,474) (1,19,910)

Extra-ordinary Items

Loss on impairment & disposal of assets NIl NIL

Net Profit(Loss) for the year before tax (20,26,474) (1,19,910)

Provision for taxation

Fringe Benefit Tax/Income Tax NIL NIL

Net Profit/(Loss) after tax (20,26,474) (1,19,910)

profit/(Loss) Brought Forward (1,01,01,385) (99,81,475)

Net Profit/(Loss) Carried to Balance Sheet (1,21,27,859) (1,01,01,385)

Profit/(Loss)available for Appropriation NIL NIL

APPROPRIATIONS

Dividend NIL NIL

Transfer to General Reserve NIL NIL

Balance Carried to Balance Sheet (1,21,27,859) (1,01,01,385)

DIVIDEND:

In view of the financial results of the Company, Directors are unable to recommend any dividend. for the year under review,

OPERATIONS;

Due to adverse market conditions and bleak prospects, the Company is unable to operate more resourcefully,

The Company is. now taking into consideration some other business prospects which can give it steady returns in the. long run.

DIRECTORS:

During the year under review, Mr. Rakesh Vashist, Director of the Company retires by rotation and being eligible /offer himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, the Board of Directors hereby state and confirm:

(i) That in the preparation of the accounts for the. financial year ended 31st March, 2011, the-applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

(iii) That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 19.56 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) That-the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a ''going'' concern'' basis.

AUDIT COMMITTEE:

The paid up capital of the Company is Rs.24,00,000 only. Therefore Company does not tall into the provision of. Section 292A; hence no Audit Committee is required to be constituted.

CORPORATE GOVERNANCE:

The Company continues to function in a transparent manner with the basic philosophy to create wealth, besides taking care of the interests of all stakeholders including Shareholders, Banks, Financial Institutions, Customers, Employees and the Society at large. Your Company gives due emphasis on the adaptability to such procedures so as to ensure transparency, accountability & integrity in all respect.

The paid up share capital of the Company is less than 3 Crores and net worth is less than 25 Crores therefore Company does not fall in the provision of Clause 49 of the Listing Agreement . Hence no report on Corporate Governance is annexed along with the Director''s Report.

COMPLIANCE CERTIFICATE:

Pursuant to Section 383A of the Companies Act, 1956 the Company has obtained a Compliance Certificate from Beena R. Shah, Practicing Company Secretary, in the prescribed form regarding compliance by the Company. The Copy of the same has been attached with this report.

AUDITORS:

Your Company''s auditor M/S Umesh Chand & Company, Chartered Accountant, retires at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your directors recommend their re- appointment and to fix their remuneration. The Company has received confirmation from, the above Auditors to the effect that their appointment, if made, would be within the limits under Section 224(IB) of the Companies Act, 1956.

AUDIT REPORT:

The observations to the Auditors Report read with the notes on accounts are self explanatory except Point 10 of annexure to Auditors report, Note No. 1(a) & 1(b) of Part B of Schedule 6 of the Notes to the Accounts as the Management perceives that:

Reply to Point 10 of Annexure to Auditors Report:

The Company has started new business but the same is just start and might do better in ten-day to come and written off the huge amount of investment due to strike off of various Companies hence it incurred a cash loss and last year brought forward accumulated losses convert the current cash loss into huge accumulated losses.

Reply to Notes to the Accounts 1 (a)

The Company did not create any provision for investments as the respective companies are strike off and investments of the same have been written off except one The management perceives that the value of existing investments of the Company will increase in near future hence the situation of fall in investments will not arise in days to come therefore the company has not created any provision for the same.

Reply to Notes to the Accounts (b)

The company did not create any provision for the interest on unsecured loans as management discussing with the lenders about the waiver of the same therefore as this point of time management feels no provision should be made.

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

The Company, do not involve in any manufacturing or processing activities and is not included in the" list of specified industries so the particulars as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable. The foreign exchange earnings- and outgo during the year is NIL.

PARTICULARS OF EMPLOYEES:

No employee is in receipt of remuneration exceeding the limits laid down under Section 217(2A) of the Companies Act, 1956.

INDUSTRIAL RELATIONS:

The Industrial Relations have continued to be stable and harmonious during the course of the year. The Company has made sustained efforts to improve manpower productivity -and employer-employee relations.

ACKNOWLEDGEMENTS:

The Directors wish to place on record-their sincere thanks to the employees at all level for their contributions made during the year. Moreover they wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the employees of the Company.

BY ORDER OF THE BOARD

FOR A.F. ENTERPRISES LIMITED



Place: New Delhi (RAKESH VASHIST)

Dated: 16.07.2011 (DIN-00516784)

CHAIRMAN