E Factor Experiences Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

We are pleased to present this Annual Report of E Factor Experiences Limited (the Company
or EFACTOR) on the business and operations of the Company together with the Audited
Financial Statements for the financial year ended March 31, 2025 (FY 2024-25)

Highlights of Financial Performance

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in
accordance with the relevant applicable Accounting Standards and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Lis ng Regulations”) and the provisions of the Companies Act, 2013
(“Act”).

The summarized financial highlight is depicted below

Rs. in Lacs

Particulars

Standalone
For the year
ended March 31,
2025

Standalone
For the year
ended March 31,
2024

Consolidated
For the year
ended March
31,2025

Consolidated
For the year
ended March
31,2024

Revenue from
Operations

16366.28

14212.82

17155.37

14855.74

Other Income

224.61

76.42

215.09

68.32

Total Income

16590.88

14289.24

17370.46

14924.06

Expenses

(13891.99)

(12280.61)

(14667.25)

(12850.56)

Profit/(Loss)
before Tax

2698.89

2008.63

2703.21

2073.5

Tax Expenses

(684.63)

(513.68)

(685.65)

(537.36)

Profit/(Loss) for
the Year

2014.26

1494.95

2017.56

1536.14

REVENUE AND OPERATIONAL ACHIEVEMENTS

• In FY25, we achieved a revenue of INR 17155.37 lacs, a notable increase from INR
14855.74 Lacs in FY24, a YoY growth of 25%.

•

• Our Profit before tax for FY25 was INR 2703.21 Lacs as compared to 2073.50 lacs in FY
24, a YoY growth of 30.3%

•

• The PAT for FY25 stood at INR 2017.5 6 Lacs, with margin at 11.8%, which is a testament
to our operational efficiencies.

LISTING WITH STOCK EXCHANGE

The Company''s shares are listed on NSE (SME Platform) under Trading Symbol EFACTOR. The
ISIN code of the Company is INE0KFF01017. Your Company has paid requisite Annual Listing
Fees to National Stock Exchange of India Limited (NSE) where its securities are listed.

SHARE CAPITAL

During the year under review there was no change in the issued, subscribed and paid-up
capital of the Company.

E FACTOR EXPERIENCES LIMITED - EMPLOYEE STOCK OPTION PLAN 2024”
(“E FACTOR - ESOP 2024”)

The Board of Directors of Company approved the Employee Stock Option Scheme 2024
(ESOP) in the Board Meeting held on 02/07/2024, and same scheme was subsequently
approved by members in the Annual General Meeting held on 02/08/2024. The aggregate no.
of shares under this Scheme shall not exceed 3,00,000 Equity Shares of Face Value of Rs. 10/-
each fully paid up. The In-principle approval from NSE was received on 22/08/2024. During the
Financial Year 2024-25 i.e., on 09/11/2024, the company granted 2,08,000 options to its
employees.

Disclosures required under Regulation 14 of Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 relating toEmployees Stock
Purchase are given in ‘Annexure 1'' to this Report.

DIVIDEND:

The Board of Directors at its meeting held on 26th Aug 2025, has recommended the Final
Dividend for FY 2024-25 at the rate of 12% i.e. Rs.1.20/- per equity share at face value of Rs.10/-
each, which is subject to the approval of members at the ensuing Annual General Meeting.

EXTRACT OF ANNUAL RETURN:

In accordance with section 134(3)(a) of the Act, the annual return as referred in section 92(3) of
the Act, for the financial year under review shall be placed on the website of the Company,
https://www.efactorexp.com/ under the lnvestor>Annual Return Section.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public as defined under Chapter V of
the Companies Act, 2013 and the Rules made thereunder.

DETAILS OF FRAUDS REPORTED BY AUDITORS

During the year under Review, no details of fraud were reported by auditors of the company
under Section 143(12) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations,
disclosure on particulars relating to Loans, Guarantee and Investments are provided as part of
the financial statements.

PARTICULARS OF EMPLOYEES & REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to the Report as Annexure- II.

There are no employees employed throughout the financial year who are in receipt of
remuneration of Rs. 1,02,00,000 or more, or employed for part of the year in receipt of Rs.
8,50,000 or more a month, under Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 & its amendment thereto, therefore there
is no statement annexed.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH
RELATED PARTIES

During the year under review, all contracts or arrangements with related parties were entered
into at arm''s length basis and in the ordinary course of business. Particulars of contract or
arrangement made with related parties referred to in section 188 (1) of the Companies Act 2013
in prescribed form AOC-2 is appended in “Annexure- III” to the Board''s report.

AUDITORS:

Statutory Auditor

M/s Ellahi Goel & Co; Chartered Accountants (FRN No.: 005147N), Delhi, were appointed as
Statutory Auditors of the Company for a period of 5 years at the Annual General Meeting held
in FY 2024 until the Annual General Meeting of the Company to be held for FY 2028, as
required under section 139 of the Act read with the Companies (Audit and Auditors) Rules,
2014.

Secretarial Auditor

The Board has appointed M/s. Kumar Goel & Associates Company Secretary in Practice, to
conduct a Secretarial Audit for the FY 2024-25. The Secretarial Audit Report of the Company as
prescribed under Section 204 of the Companies Act, 2013, for the FY ended March 31, 2025, is
annexed herewith as “Annexure IV ” to this Report. The Secretarial Audit report does not
contain any qualification, reservation or adverse remarks.

Internal Auditor

Pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules,
2014, the Company had appointed M/s. CKB & Associates., Chartered Accountants, (FRN No.:
040719N), as Internal Auditor of the Company for the financial year 2024-25 pursuant to section
138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The role of internal auditors includes but is not limited to review of internal systems, standard
operating procedures, adherence to statutory laws & other operational norms, as set by the
management, monitoring of implementation of corrective actions required, reviewing of
various policies and ensure its proper implementation, etc.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions
of Section 148(1) of the Act are not applicable for the business activities carried out by the
Company.

During the Financial Year 2024-25 the Auditors have not reported any matter under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section
134(3) (ca) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provision of Section 135 of the Companies Act, 2013, the Company has
constituted a Corporate Social Responsibility Committee of the Board. The Company has
framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the
Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has
adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act,
2013 and rules made thereunder. The annual report on CSR for the FY 2024-25 in the
prescribed format are annexed as Annexure- V.

BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND BOARD AND
COMMITTEE MEETINGS

Your Company has an appropriate mix of executive, non- executive and Independent Directors
to maintain its independence, and separate its functions of governance and management. As
on March 31,2025 the Board comprises 6 members, consisting of one Managing Director, 2
Whole time Directors, 2 Independent Directors and 1 Non-Executive Director and none of the
directors are disqualified under Section 164 of the Companies Act 2013.

In the opinion of the Board, the Independent Directors appointed during the year possess
requisite integrity, expertise, experience and proficiency.

During the period under review, the following changes took place:

1. Ms. Anushka Chauhan has tendered resignation from the post of Company Secretary and
Compliance Officer of the Company with effect from October 05, 2024.

2. Mrs. Prachi Sharma has been appointed as the Company Secretary & Compliance Officer of
the Company with effect from November 09,2024 and resigned on June 30, 2025.

Pursuant to provisions of Section 152 of the Companies Act, 2013, Mr. Jai Thakore will retire by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for re¬
appointment. A resolution seeking the approval of the members for the re-appointment of Mr.
Jai Thakore as director of the Company shall be placed before the members of the Company at
the ensuing Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 2(51) read with Section 203 of the Companies Act,
2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014, the KM P''s of the Company as on the date of this report:

Sr. No.

Name of the Key Managerial
Personnel

Designation

l

Mr. Samit Garg

Managing Director

2

Mr. Jai Thakore

Whole-time Director

3

Mrs. Aruna Garg

Whole-time Director

4

Mr. Mukesh Agarwal

Chief Financial Officer

5

Mrs. Anushka Chauhan

Company Secretary & Compliance
Officer (resigned w.e.f. 05/10/2024)

6

Mrs. Prachi Sharma

Company Secretary & Compliance
Officer (appointed w.e.f. 09/112024
and resigned on 30/06/2025)

SUMMARY OF THE BOARD & COMMITTEE COMPOSITION, PARTICULARS OF
DIRECTORS, NUMBER OF MEETINGS ATTENDED BY EACH BOARD MEMBER:

Board Composition: Composition and Category of Directors as of March 31, 2025 is as follows:

Category

Number of Directors

Executive Directors

3

Non-Executive Director

3

Particulars of Director:

Sr. No.

Name of Directors

Category

1

Mr. Samit Garg

Executive Director_ MD

2

Mr. Jai Thakore

Executive Director_WTD

3

Mrs. Aruna Garg

Executive Director_WTD

4

Mr. Roshan Abbas

Non-Executive Director

5

Mr. Akhilesh Gupta

Non-Executive Director

6

Mr. Omung Vipin Bhandula

Non-Executive Director

Board Meetings: Six Board Meetings were held during the Financial Year 2024-25. Attendance
of each Director at the Board Meetings and the last AGM during the year 2024-25:

Name of Directors

No. of Board meeting
attended

Last AGM attendance
(Y/N)

Mr. Samit Garg

6

Y

Mrs. Aruna Garg

5

Y

Mr. Jai Thakore

5

Y

Mr. Omung Vipin Bhandula

1

Y

Mr. Roshan Abbas

6

Y

Mr. Akhilesh Gupta

3

Y

Meetings of Board and its Committees:

Date

Board

Meeting

Audit

Committe

Audit

Committe

CSR

Meeting

SRC

Meeting

28 May 2024

V

V

X

X

X

July 02, 2024

V

V

V

X

X

October 05,
2024

V

V

V

X

X

November 09,
2024

V

V

V

X

X

January 29,
2025

V

X

X

X

X

March 08,
2025

X

V

X

X

X

March 22, 2025

V

X

X

V

V

COMMITTEES OF THE BOARD

The Company has constituted the following Statutory Committees of the Board of Directors:

AUDIT COMMITTEE.

The Audit Committee of the Board of Directors was constituted with the requirement of
Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.

The Audit Committee comprises the following members:

Name of the Director

Status

Nature of Directorship

Mr. Roshan Abbas

Chairperson

Independent Director

Mr. Akhilesh Gupta

Member

Independent Director

Mrs. Aruna Garg

Member

Executive Director

The Chief Financial Officer attended the Audit Committee Meetings as Invitee. The Company
Secretary acts as Secretary to the Audit Committee. The Audit Committee has made
observations and recommendations to the Board of Directors, which have been noted and
accepted by the Board.

During the Financial Year 2024-25, all recommendations made by the Audit Committee to the
Board of Director were accepted by the Board and there were no instances where the
recommendations were not accepted.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to the
provisions of Section 178 of the Companies Act 2013 and Regulation 19 SEBI (Listing Obligations
& Disclosure Requirements) Regulations 2015

The Nomination & Remuneration Committee comprises of the following Members:

Name of the Director

Status

Nature of Directorship

Mr. Roshan Abbas

Chairperson

Independent Director

Mr. Akhilesh Gupta

Member

Independent Director

Mrs. Omung Vipin Bhandula

Member

Non-Executive Director

3. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders'' Relationship Committee pursuant to the
provisions of Section 178(5) of the Companies Act 2013 and Regulation 20 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations 2015.

The stakeholders'' Relationship Committee comprises of the following Members: -

Name of the Director

Status

Nature of Directorship

Mr. Roshan Abbas

Chairperson

Independent Director

Mr. Samit Garg

Member

Executive Director

Mr. Jai Thakore

Member

Executive Director

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the Financial Year 2024-25, i.e., on March 22, 2025.
Meeting of the Independent Directors was conducted without the presence of the Managing
Director, Whole-time Directors, Non-Executive Director, Chief Financial Officer and the
Company Secretary & Compliance Officer of the Company.

DECLARATION OF INDEPENDENT DIRECTORS:

As on March 31, 2025 the following Directors on Board were Independent:

1. Mr. Roshan Abbas - Independent Director; and

2. Mr. Akhilesh Gupta - Independent Director

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby
given that the Company has received declaration / confirmation of independence from all the
2 (two) Independent Directors, of the Company pursuant to Section 149(6) of the Companies
Act, 2013, as may amended from time to time, after undertaking due assessment of the
veracity of the same and the Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

BOARD EVALUATIONS:

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013
and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of
its own performance, Board Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors,
performance of the Board as a whole, performance of the Committee(s) of the Board and
performance of the Chairman was evaluated, taking into account the views of other directors.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

The Company has the following associate and subsidiary Company:

1. .Associate: M/s Untamed Leisure and Hospitality Private Limited; and

2. Subsidiary: M/s E Factor Adventure Tourism Private Limited

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing the
salient features of the financial statements of our consolidated entities in the prescribed
format AOC-1 is annexed as “Annexure - VI” to the Board Report. The statement also provides
details of the performance and financial position of the Subsidiary and Associate Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE OUTGO:

The disclosures required to be made under the provisions of Sec on 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation
on of energy, technology absorb on is not applicable to the Company as the Company is
engaged in the service sector of Event Management Business and is not involved in any
manufacturing activity. Foreign exchange earnings & outgo is NIL

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company complied with the applicable Secretarial Standards i.e., SS-1 and SS-2 with
respect to Board Meetings and General Meetings respectively specified by the Institute of
Company Secretaries of India.

VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The
purpose of the Policy is to enable employees to raise concerns regarding unacceptable
improper practices and/or any unethical practices in the organization without the knowledge
of the Management. All employees shall be protected from any adverse action for reporting
any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any
law, rule, or regulation. This Policy is also applicable to the Directors and Employees of the
Company. The Policy is available on the website of the Company.

SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2024-25, there were no significant and material orders passed by the
regulators or Courts or Tribunals which can adversely impact the going concern status of the
Company and its operations in future.

DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has formulated and adopted a policy on prevention of sexual harassment at
workplace. During the year under review, no complaint relating to sexual harassment was
received by the Company.

POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) have mandated the formulation of certain policies for
all listed companies. All the Policies are available on the Company''s website,
h tt ps://www.efa cto rexp.com/

The key policies that have been adopted by the Company pursuant to the provisions of the
Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable
laws are as follows:

Sr. No.

Name of Policy

Brief Particulars of the Policy

1

Corporate Social
Responsibility Policy

The Company has formulated the Corporate
Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken by the
company. This Policy outlines the Company’s
strategy to bring about a positive impact on
society through activities and programs relating
to education, sanitation, environment, etc.

1

Policy for

determining Material
Subsidiaries

This Policy is used to determine the material
subsidiaries and material non-listed Indian
subsidiaries of the Company in order to comply
with the requirements of Regulation 16(1) (c),
Regulation 24 and Regulation 24A of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, as amended.

3

Nomination and
Remuneration Policy

This Policy formulates the criteria for
determining qualifications, competencies,
positive attributes and independence of a
Director and also the criteria for determining
the remuneration of the Directors, Key
Managerial Personnel and other Senior
Management Employees.

4

Whistle Blower
Policy

/ Vigil Mechanism

Your Company has a Vigil Mechanism / Whistle
Blower Policy. The purpose of the Policy is to
enable employees to raise concerns regarding
unacceptable improper practices and/ or any
unethical practices in the organization without
the knowledge of the Management. The Policy
provides adequate safeguards against
victimization of persons.

5

Policy on Prevention
of Sexual Harassment
at Workplace

Your Company has in place, a Policy on
Prevention of Sexual Harassment at
Workplace, which provides for a proper
mechanism for redressal of complaints of
sexual harassment and thereby encourages
employees to work together without fear of
sexual harassment, exploitation or intimidation.

5

Policy on Prevention
of Sexual Harassment
at Workplace

Your Company has in place, a Policy on
Prevention of Sexual Harassment at
Workplace, which provides for a proper
mechanism for redressal of complaints of
sexual harassment and thereby encourages
employees to work together without fear of
sexual harassment, exploitation or intimidation.

6

Policy on Related Party
Transactions

This Policy regulates all transactions between the
Company and its Related Parties.

7

Policy for Maintenance
and Preservation of
Documents

The purpose of this Policy is to specify the type of
documents and time period for preservation
thereof based on the classification mentioned
under Regulation 9 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. This
Policy covers all business records of the
Company, including written, printed and recorded
matter and electronic forms of records.

8

Policy on Criteria for
determining Materiality
of Events

This Policy applies to disclosures of material
events affecting the Company. This Policy
warrants disclosure to investors and has been
framed in compliance with the requirements of
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time.

9

Code of Conduct for
Insider Trading

This Policy sets up an appropriate mechanism to
curb Insider Trading in accordance with Securities
and Exchange Board of India (Prohibition of
Insider T rading) Regulations, 2015, as amended
from time to time.

10

Code of Conduct for
the Board of Directors
and Senior
Management
Personnel

Your Company has in place a Code of Conduct for
the Board of Directors and Senior Management
Personnel which reflects the legal and ethical
values to which your Company is strongly
committed. The Directors and Senior
Management Personnel of your Company have
complied with the Code as mentioned
hereinabove

DIRECTOR’S RESPONSIBILITY STATEMENT:

As required under section 134 (5) of the Companies Act, 2013, Directors of your Company hereby
state and confirm that:

• a) The applicable Accounting Standards have been followed in preparation of annual
accounts.

• b) The accounting policies selected were applied consistently and the judgments and
estimates made are reasonable and prudent so as to give a true and fair view of the State of
affairs of the Company as at March 31, 2025:

• c) Proper and sufficient care has been taken for maintenance of adequate
accountingrecords in accordance with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities.

• d) The Annual Accounts for the year ended March 31, 2025 have been prepared on a going
concern basis;

• e) Internal financial controls have laid down by the company and that such internal
financial controls are adequate and operating effectively.

• f) The Company has proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

GENERAL DISCLOSURES:

¦For the financial year ended 31st March 2025, the Company has transferred profit of Rs.
2014.26/- (in Lakhs) to Reserves.

¦No material changes and commitments occurred between the financial year 2024-25 and the
date of this report which may affect the financial position of the Company.

¦The Company complies with the provisions relating to the Maternity Benefit Act 1961.

¦The Company has established process to identify, assess, monitor and mitigate key financial,
operational, business & compliance risks.

¦No fraud has been reported by auditors under Section 143(12) of the Companies Act, 2013.

¦The Company has laid down adequate internal financial controls over financial reporting to be
followed by the Company and such internal financial controls were operating effectively.
¦During the year, company has not received any complaints from shareholders or investors.
¦There was no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year as at the end of the financial year.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 2013 and the Rules
made thereunder, has been laid out in the Notes attached to and forming part of the Annual
Accounts. The Notes to the Accounts referred to the Auditors'' Report are self-explanatory and
therefore do not call for any further explanation.

The Consolidated Financial Statements of your Company form part of this Annual Report. The
Audited Annual Accounts and related information of the Company''s subsidiaries will be made
available upon request. These documents will also be available for inspection during all days
except Saturdays, Sundays and public holidays from 10.00 a.m. (1ST) to 4.00 p.m. (1ST) at the
Company''s Corporate Office.

ACKNOWLEDGEMENT:

The Board would like to take this opportunity to express thanks to various departments of the
Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for
their continued support and guidance.

The Board also wish to place on record their appreciation for the dedicated efforts put in by
the employees of the Company at all levels.

By order of the Board of Directors
E Factor Experiences Limited

Samit Garg Jai Thakore

Managing Director Whole-time

DIN: 00779016 Director

DIN: 00638605

Date: 26th Aug 2025
Place: Delhi


Mar 31, 2024

We are pleased to present this Annual Report of E Factor Experiences Limited (the Company or EFACTOR) on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024 (FY 2023-24)

Highlights of Financial Performance

The Audited Financial Statements of the Company as on March 31, 2024, are prepared in accordance with the relevant applicable Accounting Standards and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

PARTICULARS

STANDALONE

CONSOLIDATED

2023-24

2022-23

2023-24

2022-23

Income

Revenue from operations

14,212.82

11,399.11

14,855.74

11,926.16

Other income

76.42

33.04

68.32

19.05

Total Income

14,289.24

11 ,432.15

14,924.06

11,945.21

Expenses

Cost of Services rendered

11,315.72

9,703.49

11,307.72

9,697.16

Employee Benefit Expense

513.60

460.30

788.87

681.01

Financial Costs

92.37

83.67

106.86

99.04

Depreciation and Amortization Expense

34.50

32.27

105.21

93.67

Other Administrative Expenses

324.41

224.44

541.89

378.88

Total Expenses

12,280.61

10,504.18

12,850.56

10,949.76

Profit/(Loss) before Tax

2,008.63

927.97

2,073.50

995.45

Tax Expense

513.68

236.74

537.36

267.78

Profit for the period

1494.95

691.23

1536.14

727.67

Result of Operations & State of Company''s Affairs

The key aspects of the Company''s performance during the financial year 2023-24 are as follows: Consolidated Performance

Total Revenue (including other income) for FY''24 stood at Rs. 14,924.06 Lacs, compared to Rs. 11,945.21 Lacs in FY''23, a YoY growth of 25%.

Profit before tax stood at Rs. 2073.50 Lacs, compared to Rs. 995.45 Lacs in FY''23, a YoY growth of 108%.

? Profit After Tax for FY''24 stood at Rs. 1,536.14 Lacs, compared to Rs. 727.67 Lacs in FY''23, a YoY

growth of 111%.

Standalone Performance

* Total Revenue (including other income) for FY''24 stood at Rs. 14,289.24 Lacs, compared to Rs. 11,432.15 Lacs in FY''23, a YoY growth of 25%.

Profit before tax stood at Rs. 2,008.63 Lacs, compared to Rs. 927.97 Lacs in FY''23, a YoY growth of

116%. <4

Profit After Tax for the FY''24 stood at Rs.1494.95 Lacs, compared to Rs.691.23 Lacs in FY''23, a YoY growth of 116%. -4

Dividend <4

Based on remarkable financial performance of the Company, the Board of Directors at its meeting held on May 28, 2024, has recommended the Final Dividend for FY 2023-24 at the rate of 10% i.e. Re.1 /- per equity share at face value of Rs.10/- each, which is subject to the approval of members at the

ensuing Annual General Meeting.

Capital Structure of the Company

There was no change in the Authorized Share Capital of the Company during the FY 2023-24. It stood at Rs. 13,50,00,000/- (Rupees Thirteen Crores Fifty Lakhs) divided into 1,35,00,000 (One Crore Thirty-Five Lakhs) equity shares of Face Value of Rs. 10/- each.

The Company has raised funds through Initial Public Offer (IPO) during the year, amounting to Rs. 25,92,00,000/- (Rupees Twenty-Five Crores Ninety-Two Lakhs) divided into 34,56,000 Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each at a premium of Rs. 65/- per Equity Share thereby increase in the paid-up capital of the Company from Rs. 9,63,20,980/- (Rupees Nine Crores Sixty-Three Lakhs Twenty Thousand Nine Hundred and Eighty Only) divided into 96,32,098/- (Ninety-Six Lakhs Thirty-Two Thousand Ninety-Eight) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 13,08,80,980/- (Rupees Thirteen Crores Eight Lakhs Eighty Thousand Nine Hundred Eighty Only) divided into 1,30,88,098 (One Crore Thirty Lakhs Eighty-Eight Thousand Ninety-Eight) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

The IPO was opened for subscription on September 27, 2023, and closed on October 03, 2023. The shares of the Company got listed on October 09, 2023, at Emerge Platform of the National Stock Exchange of India Limited ("NSE EMERGE").

Utilization of Funds raised through Public Issue

The Company had raised Rs. 2592 Lacs through Initial Public Offer (IPO) during October 2023, where the equity shares are listed on EMERGE Platform of National Stock Exchange of India Ltd. As on March 31, 2024, Rs. 1933.84 Lacs were utilized as per the terms of Issue Objects as defined in prospectus and the balance Rs. 658.16 Lacs shall be utilized in the forthcoming year.

There was no deviati''on(s) or variati''on(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated October 05, 2023.

Transfer to reserves

During the current year, profit of Rs. 14,96,20,679/- was carried over into reserves and surplus. Material Changes and Commitment

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Subsidiaries, Associates and Joint Venture Companies and consolidated financials

As of March 31, 2024, the Company has one subsidiary i.e., E-Factor Adventure Tourism Private Limited and one associate i.e. Untamed Leisure and Hospitality Private Limited. During the financial year under review, there are no companies which has become or ceased to be Subsidiary, Joint Venture/ Associate Companies.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of Financial Statement of subsidiaries and associates in the prescribed format AOC-1 is appended as Annexure-I to the Board''s report.

Annual Return

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return in Form MGT 7 shall be placed on the website of the company at weblink https://www.efactorexp.com/investors/ after the conclusion of the 22nd Annual General Meeting.

Particulars of Loans, guarantee and Investment

Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

Particulars of Contracts or Arrangements made with Related Parties

The details of the related party transactions are provided under note no. 25 of the notes to accounts to Financial Standalone Statements. Also, the Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

Management''s Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management''s Discussion and Analysis Report is presented in a separate section of Annual Report.

Corporate Governance

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of National Stock Exchange of India Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) and (t) of sub regulations (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to the highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and belief confirm that:

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

b) Such accounting policies as mentioned in the Financial Statements as ''Significant Accounting Policies'' have been selected and applied consistently and made judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profits and loss of the company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) Annual accounts have been prepared on a going concern basis;

e) Proper systems were in place to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Directors and Key Managerial Personnel

The following Directors, Independent & Non-Independent, serve on the Board of the company. In compliance with the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modificati''on(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, wherever applicable, the composition of Board of Directors and Key Managerial Personnel are as follows: -

S.

No.

Board of Directors

DIN

Designation

Date of Appointment/Re-appointment

1

Samit Garg

00779016

Managing Director

January 02, 2003 (Original Appointment) March 20, 2023 (Change in Designation as Managing Director

2

Jai Thakore

00638605

Chairman &

Whole Time Director

January 02, 2003(Original Appointment) March 20, 2023 (Change in Designation as Chairman & Whole Time Director)

3

Aruna Garg

07020206

Whole Time Director

March 26, 2022(Original Appointment) March 20,2023 Change in Designation as Whole Time Director)

4

Roshan Abbas

00578200

Independent Director

August 01, 2023

5

Akhilesh Gupta

10318268

Independent Director

September 17, 2023

6

Omung Kumar

00461034

Non -Executive Director

August 01, 2023

The Company has the following Key Managerial Personnels:

S.

No.

Name of the KMP

Designation

Date of Appointment

1

Mukesh Agarwal

Chief Financial Officer (CFO)

March 10, 2023

2

Anushka Chauhan

Company Secretary (CS)

July 20, 2023

Declaration by Independent Directors

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of Companies Act 2013. The Board has received the declaration from the independent directors in this regard. Further, in the opinion of Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates.

Audit Committee

The Company has constituted an Audit Committee of the Board in compliance with the requirements of Section 177 of the Companies Act, 2013. The Audit Committee consists of the following directors:

S. No.

Name of the Director

Designation

Category of Director

1

Roshan Abbas

Chairman

Independent Director

2

Akhilesh Gupta

Member

Independent Director

3

Aruna Garg

Member

Whole Time Director

Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee of the Board in compliance with the requirements of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee consists of the following directors:

S. No.

Name of the Director

Designation

Category of Director

1

Akhilesh Gupta

Chairman

Independent Director

2

Roshan Abbas

Member

Independent Director

3

Omung Vipin Bhandula

Member

Non - Executive Director

Stakeholders'' Relationship Committee

The Company has constituted a Stakeholders'' Relationship Committee of the Board in compliance with the requirements of Section 178 of the Companies Act, 2013. The Stakeholders'' Relationship Committee consists of the following directors:

S. No.

Name of the Director

Designation

Category of Director

1

Roshan Abbas

Chairman

Independent Director

2

Samit Garg

Member

Managing Director

3

Jai Thakore

Member

Whole Time Director

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility Committee of the Board in compliance with the requirements of Section 135 of the Companies Act, 2013. The Corporate Social Responsibility Committee consists of the following directors:

S. No.

Name of the Director

Designation

Category of Director

1

Samit Garg

Chairman

Managing Director

2

Roshan Abbas

Member

Independent Director

3

Jai Thakore

Member

Whole Time Director

The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2023-24 in the prescribed format are annexed as Annexure- IV.

Annual evaluation of Board

The Nomination and Remuneration Committee has defined the evaluation criteria and procedure for the performance evaluation process for the Board, its Committees and Directors. The criteria for Board evaluation include inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The criteria for evaluation of Individual Directors include aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

Company''s Policy on Directors'' Appointment and Remuneration including criteria for determining qualifications, positive atiributes, independence of a director and other matiers provided under sub-section (3) of section 178

The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. The Policy of the Company ensures that the remuneration paid to the Whole Time Directors shall be as per the provisions of Companies Act, 2013 and the rules made thereunder. It documents the mechanism for determining qualifications, positive attributes, independence of a director and other matters provided under section 178 of the Companies Act 2013.

Statutory Auditors & Audit Report

M/s. Ellahi Goel & Co., Chartered Accountants (Firm Regn. No. 005147N), the existing auditors of the Company, were appointed as Statutory Auditors of the Company at the 17th Annual General meeting to hold office for the period of 5 years from Financial Year 2019-20 to Financial Year 2023-24. The period under review was the fifth year of the audit by M/s. Ellahi Goel & Co., Chartered Accountants, in the Company. The Board of Directors at its meeting held on July 02, 2024, has recommended the reappointment of M/s. Ellahi Goel & Co., Chartered Accountants, as Statutory Auditors of the Company for a second term of five consecutive years from conclusion of the 22nd AGM until the conclusion of the 27th AGM of the Company to be held for FY 2028-29. The Board has duly reviewed the Statutory Auditor''s Report on the financial statements. There is no qualification, reservation, or adverse remark given by the Auditors in their report.

Secretarial Auditors

In terms of the provisions of Section 204 of the Companies Act, 2013 read with applicable rules framed thereunder, the Board had appointed M/s Kumar Goel & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for conducting the secretarial audit of your Company for the financial year ended March 31, 2024. The Secretarial Audit Report given by M/s Kumar Goel & Associates, Practicing Company Secretaries, has been provided in Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

Internal Auditors

In terms of the provisions of Section 138 of the Companies Act, 2013 read with Companies (Account) Rules, 2014, the Company has appointed M/s C K B & Associates, Chartered Accountants, as the internal auditors for Financial Year 2023-24.

Conservation of Energy, Technology Absorption and Foreign Exchange earnings/outgo

The disclosures required to be made under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption is not applicable to the Company as the Company is engaged in the service sector of Event Management Business and is not involved in any manufacturing activity. Foreign exchange earnings & outgo is NIL.

Particulars of Employees

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment & remuneration of Management Personnel) Rules, 2014, as amended from time to time, is provided in the Annexure - III attached to this report.

Listing at Stock Exchange

With effect from October 09, 2023, Equity Shares of Company successfully got listed on Emerge

platform of the National Stock Exchange of India Limited (NSE). This process was undertaken in accordance with the Listing norms. Annual listing fees for the year 2023-24 have been paid by the Company to NSE Limited where the shares of the Company are listed.

Meetings of the Board of Directors

The Board of Directors of the Company met Thirteen (13) times during the year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors).

Risk Management

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 the Company may constitute a Business Risk Management Committee which shall be entrusted with the responsibility to assist the Board in Formulating and implementing Risk Management Policy and overseeing all the risk that Company may face in future like strategic, financial, credit, market, liquidity, property, IT, legal, regulatory etc. At present, the Company has not identified any element of risk which may perceptibly threaten the existence of the Company.

Prevention of Sexual Harassment of Women at Workplace

The Company is committed to creating and maintaining a safe and conducive work environment to its employees without fear of sexual harassment, exploitation and intimidation. Accordingly, the Company has in place a policy for Prevention of Sexual Harassment of Women at Workplace framed in line with provisions of Sexual Harassment of Women at Workplace Act 2013. During the year under review, there were no complaints received by the Internal Complaints Committee in connection with Sexual Harassment of women at workplace.

Proceedings initiated/Pending against the Company under Insolvency and Bankruptcy Code, 2016

There are no proceedings initi''ated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

General

The Directors of the Company states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:

© Details relating to deposits covered under Chapter V of the Act.

© Issue of equity shares with differential rights as to dividend, voting or otherwise.

© Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

© Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company © The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

© Change in the nature of business of the Company.

© Instances of transferring the funds to the Investor Education and Protection Fund.

© Maintenance of Cost Records specified by the Central Government under Section 148 of the Companies Act, 2013

© The requirement to disclose the 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.

© There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations

Acknowledgements

The Board would like to take this opportunity to express the gratitude to all investors, clients, vendors, Bankers, Regulatory and Government authorities, Stock Exchanges and business associates and all other stakeholders for their cooperation, encouragement and continued support extended to the Company.

The Board also wish to place on record its appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance at all levels.

For and on behalf of board of Date: 02.07.2024

E Factor Experiences Limited Place: Delhi

Samit Garg Aruna Garg

Managing Director Whole Ti me Director

DIN:00779016 DIN:07020206

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