Inflame Appliances Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your directors are pleased to present the 09th Annual Report along with the Audited Standalone and Consolidated Financial Statements
of your Company for the financial year ended March 31, 2026 (“FY 2025-26”).

The Company’s financial performance for the year ended on March 31, 2026 is summarized below:

Particulars

Year Ended

31.03.2026

(Consolidated)

Year Ended

31.03.2026

(Standalone)

Year Ended

31.03.2025

*(Standalone)

Revenue From Operations

15024.55

15197.36

10617.70

Other Income

33.94

37.54

46.01

Total Income

15058.49

15234.90

10663.71

Earnings Before Interest, Taxes, Depreciation and
Amortization Expense

1943.88

1931.37

1253.48

Finance Cost

491.34

491.07

371.72

Depreciation and Amortization Expense

634.77

634.70

479.02

Profit Before Tax

817.77

805.60

402.74

Extraordinary items

-

-

-

Tax Expense:

230.16

225.90

90.06

i. Current Tax Expense

241.15

236.86

67.23

ii. Deferred Tax Expenses

(12.37)

(12.34)

60.28

iii. MAT

.00

.00

(41.37)

iv. Current tax expense relating to prior years

1.38

1.38

3.92

Profit After Tax

587.61

579.70

312.68

* Comparative figures for the consolidated financial statements as at and for the year ended March 31, 2025 have not been
presented, as the Company had no subsidiaries during FY 2024-25. The subsidiaries were incorporated during FY 2025-26.

Financial Results:a) Financial Performance on Standalone Basis

During the financial year 2025—26, the Company recorded a
standalone total revenue from operations of ^15197.36 lakhs,
reflecting a growth of 43.13% compared to ^10617.70 lakhs
in the previous financial year.

The Profit Before Tax (PBT) for the year stood at ^805.60
lakhs, reflecting a substantial increase from ^402.74 lakhs
reported in FY 2024—25. Correspondingly, the Net Profit
after tax amounted to ^579.70 lakhs, compared to ^312.68
lakhs in the previous year.

The growth in revenue was primarily driven by higher sales
volumes. Although higher business activity resulted in
increased raw material and operating costs, the Company

improved its profitability by enhancing operational efficiency
and maintaining effective cost control.

b) Financial Performance on Consolidate Basis:

The Consolidated Financial Statements presented by the
Company include the financial results of following Subsidiary
Company:

• Flamecraft Industries LLP

The Company acquired Flamecraft Industries LLP on
September 01, 2025, and accordingly, the consolidated
financial results include the financial performance of the
subsidiary from the date of acquisition.

During the year under review, the Company achieved a
Consolidated Revenue from Operations of ^15024.55 lakhs,
Profit Before Tax (PBT) of ^817.77 and Net Profit after tax
amounted to ^587.61

In order to conserve resources and strengthen the financial position of the Company for future growth opportunities, the Board of
Directors has not recommended any dividend for the financial year 2025—26.

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a
period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and
Protection Fund (IEPF).

During the year under review, the Company has not transferred any amount to specific reserves. The entire net profit for the financial
year 2025—26 has been retained and carried forward under Reserves and Surplus, as reflected in the Balance Sheet.

During the year under review, there was no change in the nature of business of the Company. The Company continues to operate in
line with its main object and remains engaged in the same line of business.

During the year under review, there was no change in the registered office of the Company.

The Registered Office of the Company is located at:

Khewat Khatoni No. 45/45, Khasra No. 942/855/1, Village Kalyanpur, Tehsil Baddi, District Solan, Himachal Pradesh, India —
173205.

The Corporate Office of the Company is situated at:

Village Bagwali, Khasra No. 40/14-15-16-17/1, Block — Raipur Rani, NH — 73, Panchkula, Haryana, India — 134202

During the year under review, no changes were carried out in the authorized share capital and Paid-Up share capital of the Company.

Authorized Share Capital

As on March 31, 2026, the Authorized Share Capital of the Company stands at ^10,50,00,000 (Rupees Ten Crores Fifty Lakhs only),
divided into 1,05,00,000 (One Crore Five Lakhs) equity shares of ?10/- (Rupees Ten only) each.

Issued, Subscribed & Paid-Up Share Capital

As on March 31, 2026, the Issued, Subscribed, and Paid-Up Share Capital of the Company is ^7,49,10,000 (Rupees Seven Crore
Forty-Nine Lakhs Ten Thousand only), comprising 74,91,000 (Seventy-Four Lakhs Ninety-One Thousand) equity shares of ?10/-
each.

Constitution of Board:

As on the date of this report, the Board comprises of following Directors;

Name of Director

Category

Cum

Date of
Original

Date of
Appointment

Total

Directorship

No. of Committee1 in
which Director is

No. of
Equity

Designation

Appointment

at current
Term &
designation

in other
Companies2

Member Chairman

Shares
held as
on

March
31,2026

Mr. Aditya
Kaushik

Chairman and

Managing

Director

November 14,
2017

August 31,
2022

2 -

16,92,800

Mr. Naveen
Kumar

Whole Time
Director

March 14,
2020

September 29,
2025

-

- -

-

Mr. Akshay
Kumar Vats

Non¬

Executive

Independent

Director

January 05,
2018

January 05,

2023

2 1

Ms. Smita
Bhandari

Non¬

Executive

Independent

Director

August 28,
2018

September 28,
2023

2 1

Mr. Anusheel
Kaushik

Whole Time
Director

April 01, 2023

April 01, 2023

-

- -

-

Mr. Amit Kaushik

CEO and

Additional

Director

April 15, 2026

April 15, 2026

3,07,550

1 Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.

2 Excluding LLPs, Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance of Regulation
15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted
from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their
directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Disclosure By Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section
164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Board Meetings and Attendance of Directors

The Board of Directors of the Company meets at regular intervals to discuss and deliberate on business strategies, operations, financial
performance, and other key matters. Additional Board meetings are convened, as and when necessary, to address urgent business
requirements.

During the year under review, Board of Directors of the Company met 13 (Thirteen) times on May 14, 2025, May 28, 2025, June 27,
2025, July 30, 2025, August 20,2025, August 22,2025, September 09, 2025, November 14, 2025, November 24, 2025, December
12, 2025, January 01, 2026, February 16, 2026, March 07, 2026.

The Company has complied with the provisions of Section 173 of the Companies Act, 2013. The gap between two consecutive Board
meetings did not exceed 120 days.

The attendance of the Directors at the Board Meetings held during the year is as under:

Name of the Director

Mr. Aditya
Kaushik

Mr. Akshay
Kumar Vats

Ms. Smita
Bhandari

Mr. Ashwani
Kumar Goel

Mr. Naveen
Kumar

Mr.

Anusheel

Kaushik

Number of Board Meeting
held

13

13

13

13

13

13

Number of Board Meetings
Eligible to attend

13

13

13

13

13

13

Number of Board Meeting
attended

13

13

13

13

13

13

Presence at the previous
AGM of F.Y. 2025-26

Yes

Yes

Yes

Yes

Yes

Yes

General Meetings:

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No.

Type of General Meeting

Date of General Meeting

1.

Annual General Meeting

August 29, 2025

Independent Directors:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the act that they meet the
criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have
registered themselves in the Independent Director Data Bank.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the
Proficiency and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

A separate meeting of Independent Directors was held on March 07, 2026 to review the performance of Non-Independent Directors
and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow
of information between Company management and Board.

Change in Composition of Board of Directors:

• During the financial year under review, the following change took place in the composition of the Board of Directors of the
Company:

1. Re-appointment of Mr. Naveen Kumar (DIN: 08743772):

The Members of the Company, at the Annual General Meeting (“AGM”) held on August 29, 2025, approved the re¬
appointment of Mr. Naveen Kumar (DIN: 08743772) as a Whole-time Director of the Company for a further period of one
(1) year, with effect from September 29, 2025.

• During the period between the end of the financial year under review and the date of this Report, the following changes took place
in the composition of the Board of Directors of the Company:

1. Resignation of Mr. Ashwani Kumar Goel (DIN: 08621161):

Mr. Ashwani Kumar Goel (DIN: 08621161) resigned from the office of Whole-time Director of the Company with effect
from April 15, 2026.

2. Appointment of Mr. Amit Kaushik (DIN: 00494125):

At the meeting of the Board of Directors held on April 15, 2026, Mr. Amit Kaushik (DIN: 00494125) was appointed as an
Additional Director of the Company pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder.
He shall hold office up to the date of the ensuing Annual General Meeting (“AGM”) or the last date on which the AGM ought
to have been held, whichever is earlier.

Retirement by Rotation and Subsequent Re-Appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Companies (Appointment and
Qualification of Directors) Rules, 2014, and the Articles of Association of the Company, Mr. Anusheel Kaushik (DIN: 10091002), is
liable to retire by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, have offered himself for re-appointment.

The proposal for his re-appointment forms part of the Notice convening the AGM. A brief profile and additional details pertaining to
Mr. Anusheel Kaushik have also been provided in the Notice for shareholders’ reference and consideration.

Details of Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following persons served as the Key Managerial Personnel
("KMP") of the Company during the financial year under review:

1. Mr. Aditya Kaushik — Chairman and Managing Director

2. Mr. Ashwani Kumar Goel — Whole-time Director

3. Mr. Anusheel Kaushik — Whole-time Director

4. Mr. Naveen Kumar — Whole-time Director

5. Mr. Amit Kaushik — Chief Executive Officer (CEO)

6. Mrs. Bindu Bhardwaj — Chief Financial Officer (CFO) (with effect from September 10, 2025)

7. Ms. Zalak Shah — Company Secretary and Compliance Officer (up to January 1, 2026)

8. Ms. Divya Mewara — Company Secretary and Compliance Officer (with effect from January 1, 2026)

During the year under review and as on date of this report, the following changes took place in the Key Managerial Personnel of the
Company:

1. Mr. Amit Kaushik resigned as the Chief Financial Officer of the Company with effect from September 9, 2025, while
continuing to serve as the Chief Executive Officer of the Company.

2. Mrs. Bindu Bhardwaj was appointed as the Chief Financial Officer of the Company with effect from September 10, 2025.

3. Ms. Zalak Shah (Membership No. ACS 56904) resigned from the office of Company Secretary and Compliance Officer of
the Company with effect from January 1, 2026.

4. Ms. Divya Mewara (Membership No. ACS 67087) was appointed as the Company Secretary and Compliance Officer of
the Company with effect from January 1, 2026.

5. Mr. Ashwani Kumar Goel (DIN: 08621161) resigned as Whole-time Director of the Company with effect from April 15,
2026.

6. Mrs. Bindu Bhardwaj resigned as the Chief Financial Officer of the Company with effect from July 16 2026.

Pursuant to the provisions of 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 the annual evaluation of the performance of the
Board as a whole, its committees, and individual Directors, including the Chairman.

The evaluation process was conducted in the following manner:

• Board Evaluation: The performance of the Board was assessed based on various criteria, including its composition,
diversity, structure, effectiveness of processes, quality of deliberations, access to information, and overall functioning.
Feedback was sought from all Directors to ensure a comprehensive and objective review.

• Committee Evaluation: Each Committee of the Board was evaluated based on its composition, clarity of roles and
responsibilities, frequency and effectiveness of meetings, and the quality of contributions made by Committee members.

• Individual Director Evaluation: The performance of individual Directors, including Executive and Non-Executive
Directors, was reviewed by the Board and the Nomination and Remuneration Committee. The assessment included
parameters such as level of preparedness, participation in meetings, constructive inputs during deliberations, and overall
contribution to the governance and strategic direction of the Company.

• Chairman Evaluation: The performance of the Chairman was evaluated separately, focusing on leadership qualities,
fostering an open and transparent environment, and facilitating effective communication between the Board and
management.

A separate meeting of the Independent Directors was held, where they evaluated the performance of the Non-Independent Directors,
the Board as a whole, and the performance of the Chairman. The outcome of this evaluation was discussed in the subsequent Board
meeting.

Additionally, the performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being
evaluated.

The outcome of the evaluations confirmed that the Board and its Committees are functioning effectively and that the Directors are
contributing meaningfully to the Company’s growth and governance.

Pursuant to section 1 34(5) of the Companies Act, 201 3 the Board of Directors to the best of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended March 31, 2026 the applicable accounting standards have been followed and
that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year
and of the profit or loss of the Company for the year;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d) The Directors have prepared the Annual Accounts for the year ended March 31, 2026 on going concern basis;

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

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

The Board of Directors in line with the requirement of the act has formed various committees, details of which are given hereunder:

A. Audit Committee: -

The Board of Directors had constituted Audit Committee in line with the provisions of Section 177 of the Companies Act, 2013. The
terms of reference of the Committee are available on the website of the Company at
www.inflameindia.com.

During the year under review, the Audit Committee met 5 (Five) times during the Financial Year 2025-26 on May 28, 2025, July 30,
2025, September 09, 2025, November 14, 2025 and March 07, 2026.

The composition of the Committee and he details of meetings attended by its members are given below:

Name of the
Directors

Category

Designation

Number of Meetings during the Financial Year
2025-26

Held

Eligible to
attend

Attended

Mr. Akshay
Kumar Vats

Non-Executive

Independent

Director

Chairperson

5

5

5

Mr. Aditya
Kaushik

Chairman and
Managing Director

Member

5

5

5

Ms. Smita

Non-Executive

Member

5

5

5

Bhandari

Independent

Director

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever required. Further, the Company
Secretary of the Company is acting as Company Secretary to the Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been considered and accepted by the Board.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to
report to the management instances of unethical behavior actual or suspected fraud or violation of Company’s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide
for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access
to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee
from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company at
www.inflameindia.com.

B. Stakeholder’s Relationship Committee:

The Company has formed Stakeholder’s Relationship Committee in line with the provisions Section 178 of the Companies Act, 201 3.

The Board of Directors has constituted Stakeholder’s Relationship Committee mainly to focus on the redressal of Shareholders’ /
Investors’ Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report;
Dividend Warrants; etc.

The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints
received from the shareholders of the Company. The terms of reference of the Committee are available on the website of the
Company at
www.inflameindia.com.

During the year under review, Stakeholder’s Relationship Committee met 4 (Four) times during the Financial Year 2025-26 on May
28, 2025, July 30, 2025, November 14, 2025 and March 07, 2026. The composition of the Committee and the details of meetings
attended by its members are given below:

Name of the
Directors

Category

Designation

Number of Meetings during the Financial Year
2025-26

Held

Eligible to
attend

Attended

Ms. Smita
Bhandari

Non-Executive

Independent

Director

Chairperson

4

4

4

Mr. Aditya
Kaushik

Chairman and
Managing Director

Member

4

4

4

Mr. Akshay
Kumar Vats

Non-Executive

Independent

Director

Member

4

4

4

Also, there were no complaints unresolved as on March 31 2026.

C. Nomination and Remuneration Committee:

The Board of Directors has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the
Companies Act 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become
Directors and may be appointed in senior management and recommending their appointments and removal.

The terms of reference of the Committee are available on the website of the Company atwww.inflameindia.com.

During the year under review Nomination and Remuneration Committee met 4 (Four) times viz on July 30,2025, September 09,
2025, January 01,2026 and March 07,2026.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of the
Directors

Category

Designation

Number of Meetings during the Financial Year
2025-26

Held

Eligible to
attend

Attended

Mr. Akshay
Kumar Vats

Non-Executive

Independent

Director

Chairperson

4

4

4

Ms. Smita
Bhandari

Non-Executive

Independent

Director

Member

4

4

4

Mr. Aditya
Kaushik

Chairman and
Managing Director

Member

4

4

4

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is framed with the objective of fostering a high-performance culture across
the organization. The Policy is designed to attract, retain, and motivate qualified personnel in a competitive market environment and
to align the aspirations of the employees with the long-term goals of the Company.

The Company pays remuneration to its Executive Directors and Key Managerial Personnel (KMPs) by way of salary, benefits,
perquisites, and allowances. The structure of remuneration is in accordance with the applicable provisions of the Companies Act, 2013
and as approved by the shareholders, wherever necessary. Annual increments are recommended by the Nomination and Remuneration
Committee and are effective from April 1st of every financial year, within the limits approved by the shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is available on the Company’s website and can b e
accessed at:

&www.inflameindia.com

The details of remuneration paid to the Directors during the Financial Year 2025—26 is disclosed in the Annual Return of the
Company, filed in Form MGT-7. This is made available on the website of the Company in compliance with the provisions of Section

92(3) of the Companies Act, 2013.

For details, shareholders may visit:

-=Annual Return - Inflame

During the year under review, the Company has not accepted any deposits from the public under Chapter V of the Companies Act,
2013. Accordingly, the provisions of Sections 73 to 76 of the Companies Act, 2013 and the rules made thereunder, as well as the
directives issued by the Reserve Bank of India (RBI), are not applicable to the Company.

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the details of loans given, guarantees provided, and investments
made by the Company are provided in the notes to the standalone financial statements, which form part of this Annual Report.

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 to the extent applicable.

As at March 31, 2026, the Company had one subsidiary, Flamecraft Industries LLP (LLPIN ACQ-9861), which became a subsidiary of
the Company pursuant to its Incorporation/acquisition with effect from September 1, 2025, within the meaning of Section 2(87) of
the Companies Act, 2013.

The Company did not have any associate company or joint venture as at March 31, 2026.

Subsequent to the close of the financial year, Tricoree Machmatrix Private Limited (CIN: U26109HR2026PTC145425) was
incorporated and acquired by the Company on May 13, 2026, and accordingly became an associate company of the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the financial statements of the subsidiary in Form AOC-1 forms part of the Financial
Statements and is annexed to this Annual Report as Annexure A.

All Related Party Transactions entered into by the Company during the financial year under review were in the ordinary course of
business and on an arm’s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable.

During the year under review, the Company did not enter into any contract or arrangement with related parties requiring disclosure in
Form AOC-2 pursuant to Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014. Accordingly, Form AOC-2 does not form part of this Report.

The details of Related Party Transactions as required under the applicable Accounting Standards are disclosed in the Notes to the
Standalone and Consolidated Financial Statements forming part of this Annual Report.

The Company has a mechanism in place to obtain prior omnibus approval of the Audit Committee for transactions which are repetitive
and of a foreseen nature. All such related party transactions entered into under omnibus approval are reviewed and placed before the
Audit Committee and the Board on a quarterly basis.

The Company’s Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Company’s website
and can be accessed at:

''https://inflameindia.com/downloads/2025/Policy-Terms/RELATED-PARTY-TRANSACTIONS-POLICY.pdf

The Company has complied with the applicable provisions of the Secretarial Standard on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government
under the Companies Act, 2013.

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company as on March 31, 2026 is placed on the website of the Company and can be accessed at:

CrAnnual Return - Inflame

The ratio of remuneration of each Director to the median remuneration of the employees as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
forms part of this Report and is annexed as Annexure — B.

There have been no material changes or commitments affecting the financial position of the Company during the financial year under
review or after the close of the financial year up to the date of this Report.

There have been no significant and material orders passed by any regulators, courts, or tribunals which would impact the going
concern status of the Company or its future operations.

Details of litigation, if any, pertaining to tax and other matters are disclosed in the Auditors Report and the Financial St atements,
which form an integral part of this Annual Report.

The Company has always fostered a safe and inclusive work environment for all employees. In compliance with the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints
Committee (ICC) at all its workplace locations.

The Company has adopted a Prevention of Sexual Harassment Policy that ensures protection against sexual harassment and provides a
framework for addressing complaints in a gender-neutral and confidential manner.

During the year under review,

a) number of complaints of sexual harassment received in the year- NIL

b) number of complaints disposed off during the year- NA

c) number of cases pending for more than ninety days-NA

The Policy is available on the Company’s website at:

https://inflameindia.com/downloads/Misc/Sexual-Harrasement-Policy.pdf

Company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed during the year.

No such incidence took place during the year.

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, information relating to energy conservation, technology absorption, and foreign exchange earnings and outgo for the year
under review is annexed to this Report as Annexure — C.

The Company has established a robust risk management framework that includes risk identification, assessment, mapping, and
mitigation processes. This mechanism aims to minimize the potential impact of both business and non-business risks by implementing
proactive mitigation strategies.

The risk management process is based on evaluating the probability of occurrence and potential impact, allowing for appropriate
preventive actions. A structured and periodic assessment is carried out to identify, evaluate, monitor, and control risks, thereby
safeguarding the Company’s assets and reputation.

The Company has in place an adequate internal control system that is commensurate with the size and nature of its business operations.
These controls ensure the safeguarding of assets, accuracy of accounting records, prevention of fraud, and compliance with applicable
laws and regulations.

The internal control framework is supported by:

• Regular internal audits conducted by the appointed Internal Auditor,

• Management reviews and checks, and

• Well-defined policies and procedures for operational efficiency.

The statutory auditors, M/s. Gandhi Minocha and Company, Chartered Accountants (FRN: 000458N), Haryana, have audited the
financial statements for the financial year 2025—26 and provided their report on internal financial controls under Section 143 of the
Companies Act, 2013. This report forms part of the Audit Report annexed with the Annual Report.

The Company firmly believes that good corporate governance is the cornerstone of sustainable corporate growth and long-term
stakeholder value creation. The principles of integrity, transparency, fairness, and accountability are deeply embedded in the
Company’s culture and operations.

Although compliance with the provisions of Regulations 17 to 27 and certain clauses of Regulation 46(2) and Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company by virtue of its listing on the
SME Platform of BSE, the Company voluntarily adheres to high standards of corporate governance and ethical business conduct.

Accordingly, a separate Corporate Governance Report is not applicable and does not form part of this Report. However, the
Company remains committed to adopting best governance practices.

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility, are not applicable to the
Company during the year under review.

Nevertheless, the Company remains conscious of its social responsibilities and continues to explore avenues to contribute meaningfully
to the community and environment.

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed Mr. Mukesh
Kumar Sharma as the Internal Auditor of the Company for the financial year 2025—26.

He has conducted periodic internal audits of various operational and financial functions and submitted his reports to the Audit
Committee and the Board. His observations and recommendations have helped strengthen the internal control systems and ensure
compliance.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the rules made thereunder, the members at the
Annual General Meeting held on August 28, 2023, re-appointed M/s. Gandhi Minocha and Company, Chartered Accountants,
Haryana (FRN: 000458N), as the Statutory Auditors of the Company for a second term of five consecutive years, to hold office till the
conclusion of the Eleventh Annual General Meeting to be held in the calendar year 2028.

The Auditors’ Report on the financial statements of the Company for the financial year 2025—26 forms part of this Annual Report. The
Notes to the Financial Statements, as referred to in the Auditors’ Report, are self-explanatory and do not call for any further
comments under Section 134 of the Companies Act, 2013.

There are no qualifications, reservations, adverse remarks, or disclaimers made by the Statutory Auditors in their Report except as
disclosed:

Pursuant to the provisions of the Companies Act, 2013 (“Act”) and the rules made thereunder, the Board of Directors of the
Company, at its meeting held on September 09, 2025, on the recommendation of the Audit Committee, appointed M/s. Balwinder &
Associates, Cost Accountants (Firm Registration No. 000201), as the Cost Auditor of the Company to conduct the audit of the cost
records of the Company for the financial year 2025—26.

M/s. Balwinder & Associates have confirmed that they are eligible for appointment and are not disqualified from being appointed as
Cost Auditor under the applicable provisions of the Act and the rules made thereunder. They have further confirmed that their

appointment is in accordance with the applicable provisions of the Act, including the criteria specified under Section 141, as applicable
to a Cost Auditor. They have also confirmed their independence and arms length relationship with the Company.

The Company has maintained cost records in accordance with the provisions of Section 148 of the Act read with the applicable rules
thereunder.

During the year under review, the Statutory Auditors have not reported any instance of fraud committed by the Company, its officers
or employees under Section 143(12) of the Companies Act, 2013.

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, the
Management Discussion and Analysis Report for the year under review forms an integral part of the Annual Report and is annexed
herewith as Annexure — D.

In compliance with the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mittal V. Kothari & Associates, Practicing
Company Secretaries, Ahmedabad, as the Secretarial Auditor to carry out the Secretarial Audit for the financial year 2025—26.

The Secretarial Audit Report is annexed as Annexure — E to this Board Report.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their Report except as may
be stated specifically in Annexure — E and mentioned below.

Sr.

No.

Compliance

Requirement

(Regulations/

circulars/

guidelines

including specific

clause)

Deviations

Observations/ Remarks of the Practicing
Company Secretary

Management

Response

1.

Disclosure under

Delay in disclosure of

During the course of audit, it was observed that

The delay in

Regulation 30 read

acquisition / incorporation

the Company incorporated Flamecraft Industries

submission was due

with Para A (1) of

under Regulation 30 of

LLP on September 01, 2025, wherein it acquired

to an oversight and

Part A of Schedule III
of SEBI (LODR)

the SEBI (Listing
Obligations and

a 51% stake through its nominee.

not intentional.

Regulations, 2015.

Disclosure
Requirements)
Regulations, 2015

Since the event is covered under Para A (1) of
Part A of Schedule III of the SEBI (LODR)
Regulations, 2015, the disclosure ought to have
been made within 12 hours from the event.
However, the Company intimated the Stock
Exchange regarding the said event on September
12, 2025.

Accordingly, there was a delay in making the
requisite disclosure to the Stock Exchange.

The company has
strengthened its
internal compliance
framework to
ensure timely
disclosures going
forward.

2.

F ew forms were filed delay with additional fees

The delay occurred
due to an
inadvertent
oversight.

Your Company maintains a fully functional and regularly
updated website as per Regulation 46 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015:

Crwww.inflameindia.com

The website has been designed to provide detailed and
transparent information about the Company. It hosts a
comprehensive repository of corporate data including:

• Financial results

• Shareholding pattern

• Details of Board and Committees

• Corporate Policies and Codes

• Business activities

• Press releases and current updates

All mandatory disclosures as required under the Companies
Act, 2013, Companies Rules, 2014, and Regulation 46 of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are duly made available on the website,
along with other useful information for investors and
stakeholders.

During the Financial Year 2025—26, there were no
applications made or proceedings initiated or pending under
the Insolvency and Bankruptcy Code, 2016 by any Financial or
Operational Creditors against the Company.

As on the date of this report, there are no pending
applications or proceedings under the said Code against the
Company.

In accordance with the provisions of Section 134(3) of the
Companies Act, 2013, Rule 8 of the Companies (Accounts)
Rules, 2014, and other applicable provisions, your Directors
confirm that all necessary disclosures have been made in this
Board Report.

Further, the Board confirms that there were no transactions
during the year under review requiring disclosure in respect
of the following items:

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

2. Issue of shares (including sweat equity shares) to
employees under any scheme including Employee
Stock Option Scheme (ESOS).

3. Annual Report on Corporate Social Responsibility,
as provisions under Section 135 are not applicable.

4. Revision of financial statements or Board s report
under Section 131 of the Act.

5. Any significant or material orders passed by the
Regulators, Courts, or Tribunals that impact the
going concern status of the Company and its future
operations.

Your directors place on records their sincere appreciation for
the dedicated services and contribution of all employees
during the year. The Board also acknowledges and expresses
gratitude for the continued support, trust, and co-operation
received from the Company ’ s shareholders, investors,
bankers, financial institutions, business associates, and other
stakeholders.

The Board looks forward to your continued support in the
journey ahead.

Registered office: For and on behalf of Board of Directors

Khewat Khatoni No. 45/45, Khasra No. 942/855/1 Village Kalyanpur Tehsil- For, Inflame Appliances Limited

Baddi, Baddi Solan-173205, Himachal Pradesh CIN: L74999HP2017PLC006778

Corporate Office:

Village Bagwali, Khasra No. 40/14-15-16-17/1, Block - Raipur Rani, Nh-73,

Panchkula-134202.

Sd/-Date: August 12, 2026 Aditya KaushikPlace: Panchkula Chairman and Managing DirectorDIN 06790052

Mar 31, 2024

The Board of Directors have pleasure in presenting this 07th Annual Report on the business and operations of your Company ("the Company"), along with the Audited financial statements for the financial year ended on March 31, 2024.

FINANCIAL RESULTS:

The Company’s financial performance for the year ended on March 31, 2024 is summarized below:

AMOUNT IN I AlfUQ\

PARTICULARS

YEAR ENDED 31.03.2024

YEAR ENDED 31.03.2023

Revenue From Operations

9243.69

7735.96

Other Income

130.08

64.38

Total Revenue (I II)

9373.77

7800.34

Earnings Before Interest, Taxes, Depreciation and Amortization Expense

917.77

1063.12

Finance Cost

321.64

209.68

Depreciation and Amortization Expense

443.03

223.94

Profit Before Tax (IV-V-VI)

153.10

629.50

Extraordinary items

-

189.04

Tax Expense:

i. Current Tax Expense

25.56

6.16

ii. Deferred Tax Expenses

53.25

(110.50)

iii. MAT

(25.56)

-

iv. Short and excess provision of tax relating to earlier year

(5.02)

-

Profit After Tax (VII-VIII)

104.87

323.80

COMPANY’S PERFORMANCE:

STANDALONE FINANCIAL RESULTS:

During the year under review, the revenue from operation of the Company stood at Rs. 9243.69 Lakh as against that of Rs. 7735.96 Lakh for previous year.

Profit before Tax for the financial year 2023-24 stood at Rs. 153.10 Lakhs as against that of Rs. 629.50 for the financial year 2022-23 making the net profit of Rs. 104.87 for the financial year 2023-24 as against the net Profit of Rs. 323.80 Lakhs for the financial year 2022-23.

During the year under review, Revenue from Operations of the Company was increased by 19.49% than that of previous year. The Major increased in revenue from operation was due to increase in sales. However, increase in sales also caused increase in cost of material and other operation expenses.

DIVIDEND:

With a view to conserve and save the resources for future prospect of the Company, the Directors have not declared dividend for the financial year 2023-24 (Previous Year Nil).

TRANSFER TO RESERVES:

During the year, the Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

CHANGE IN THE REGISTERED OFFICE:

During the year under review, there was no change in the registered office of the Company.

However, the Board of Directors of the Company approved the Corporate Office of the Company situated at Khasra No. 40/14-15-16-17/1, Bagwali, NH-73, Distt, Panchkula -134202, Haryana as the place other than Registered Office where Books of Accounts of the Company be kept.

SHARE CAPITAL:

During the year under review, no changes were carried out in the authorized and paid-up share capital of the Company.

AUTHORIZED SHARE CAPITAL:

The Authorized share Capital of the Company, as on March 31, 2024 is Rs.10, 50,00,000/- (Rupees Ten Crores Fifty Lakhs Only) divided into 1,05,00,000 (One Crores Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

The present paid up Capital of the Company as on March 31, 2024 is Rs. 7,34,10,000 (Rupees Seven Crores Thirty Four Lakhs Ten Thousand Only) divided into 73,41,000 (Seventy Three Lakhs Forty One Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, in the Extra-ordinary general meeting of Members of the company held on August

02, 2023, passed the Special resolution to create, issue, offer and allot upto 3,50,000 (Three Lakh Fifty Thousand) convertible warrants of the Company, at an option of the Warrant Holder, at any time, in one or more tranches, within Eighteen (18) months from date of allotment of warrants on payment of 75% balance amount due on warrants, into equivalent number of fully paid up Equity Shares of face value of Rs.10/- (Rupees Ten only) at a price of Rs. 526/- (Rupees Five Hundred Twenty Six only) per warrant each convertible into 1 (One) Equity share of face value of Rs. 10/- each at a premium of Rs. 516/- (Rupees Five Hundred Sixteen only) per warrant aggregating to not more than Rs.18,41,00,000/- (Rupees Eighteen Crore Forty One Lakh Only) on preferential basis to promoter/promoter group/public category shareholders of the company.

Upon receipt of 25% of issue price from the Proposed allottees, 3,50,000 Warrants were allotted by the Company in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 on August 17, 2023. Also, company received in principle approval of said warrants from BSE Limited as on August

03, 2023.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE OF WARRANTS:

The Company raised funds of Rs. 4,60,25,000 (Rupees Four Crores sixty lakhs twenty five thousand Only) i.e. 25% of the total consideration being Rs. 18,41,00,000 ( Rupees Eighteen crores fourteen lakhs only) through Preferential Issue of Warrants . The gross proceeds of preferential issue have been utilized in the following manner:

(J in Crores)

Sr.

No.

Original Object

Original

Allocation

FundsUtilized March 31, 2024

1.

To broad base the capital structure of the Company required for business growth and future expansion plans;

2.

To meet increased working capital requirements;

Rs. 4.60/-

Rs. 4.60/-

3.

General corporate purpose or such other objects, as the Board may from time to time decide in the best interest of the Company.

Further, there is no deviation/variation in the utilization of the gross proceeds raised through Preferential Issue of Warrants.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• CONSTITUTION OF BOARD:

As on the date of this report, the Board comprises of following Directors;

Name of Director

Category

Date of

Date of

Total

No. of Committee1

No. of

Cum

Designation

Original

Appointment

Appointment at current Term & designation

Director-

ship2

in which Director is

Member

in which Director is

Chairman

Equity Shares held as on March 31, 2024

Mr. Aditya Kaushik

Chairman and Managing Director

November 14, 2017

August 31, 2022

-

2

-

30,13,400

Name of Director

Category

Date of

Date of

Total

No. of Committee1

No. of

Cum

Designation

Original

Appointment

Appointment at current Term & designation

Director-

ship2

in which Director is

Member

in which Director is

Chairman

Equity Shares held as on March 31, 2024

Mr. Ashwani Kumar Goel

Whole Time Director

December 12, 2019

August 28, 2023

-

-

-

1,99,000

Mr. Naveen Kumar

Whole Time Director

March 14, 2020

September 29, 2020

-

-

-

-

Mr. Akshay Kumar Vats

Non-Executive

Independent

Director

January 05, 2018

January 05, 2023

-

2

1

-

Ms. Smita Bhandari

Non-Executive

Independent

Director

August 28, 2018

September 28, 2023

-

2

1

-

Mr. Anusheel Kaushik

Whole Time Director

April 01,2023

April 01,2023

-

-

-

-

1 Committee includes Audit Committee and Stakeholder’s Relationship Committee across all Public Companies.

2 Excluding LLPs, Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company

and the number of their directorship is within the limits laid down under section 165 of the Companies Act,

2013.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

BOARD MEETING:

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are called & convened, as and when required, to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 11 (Eleven) times on May 24, 2023,

July 06, 2023, July 25, 2023, August 02, 2023, August 14, 2023, August 17, 2023, November 11, 2023,

December 12, 2023, December 27, 2023, February 12, 2024 and March 30, 2024. Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings was not be more than 120 days.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below:

Name of Director

Mr.Aditya

Kaushik

Mr.Akshay

Kumar

Vats

Ms.Smita

Bhandari

Mr.Ashwani

Kumar

Goel

Mr.Naveen

Kumar

Mr.Anusheel

Kaushik

Number of Board Meeting held

11

11

11

11

11

11

Number of Board Meetings Eligible to attend

11

11

11

11

11

11

Number of Board Meeting attended

11

11

11

11

11

11

Presence at the previous AGM of F.Y. 2022-23

Yes

Yes

Yes

Yes

Yes

Yes

GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr.No.

Type of General Meeting

Date of General Meeting

1.

Extra Ordinary General Meeting

August 02, 2023

2.

Annual General Meeting

August 28, 2023

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

A separate meeting of Independent Directors was held on March 30, 2024 to review the performance of NonIndependent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, there were following changes in constitution of the Board of Directors of the Company.

• Change in Composition of Board of Directors:

During the year under review, several key appointments and reappointments were taken place:

1. In the Board Meeting held on March 25, 2023, Mr. Anusheel Kaushik was appointed as an Additional (Whole time Director on the Board of the company w.e.f. from April 01, 2023 or date of allotment of valid DIN from Ministry of Corporate Affairs whichever is later.

In the Annual General Meeting of the Members of the company held on August 28, 2023, approved the following mentioned changes in the board;

2. Mr. Anusheel Kaushik (DIN: 10091002) has been regularized as a Whole-Time Director of the company, for a period of five (5) years w.e.f. April 01, 2023, liable to retire by rotation.

3. Mr. Ashwani Kumar Goel (DIN: 08621161) has been re-appointed as a Whole-Time Director of the company, for further period of five (5) years w.e.f. August 28, 2023, liable to retire by rotation.

4. Mr. Akshay Kumar Vats (DIN: 08020018) has been re-appointed as an Independent Director of the company for a second term of five (5) consecutive years, w.e.f. January 5, 2023, and is not liable to retire by rotation.

5. Ms. Smita Bhandari (DIN: 08205214) has been re-appointed as an Independent Director of the company for a second term of five (5) consecutive years, w.e.f. September 28, 2023, and is not liable to retire by rotation.

• Retirement by Rotation and Subsequent Re-Appointment

In accordance with the provisions of the Articles of Association and Section 152 and other applicable provisions if any of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 (including and statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Aditya Kaushik (DIN: 06790052) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

DETAILS OF KEY MANAGERIAL PERSONNEL:

During financial year 2023-24, in accordance with Section 203 of the Companies Act, 2013, the Company has appointed following Key Managerial Personnels:

1. Mr. Aditya Kaushik as Chairman and Managing Director of the Company,

2. Mr. Ashwani Kumar Goel, Mr. Anusheel Kaushik and Mr. Naveen Kumar as Whole Time Director of the company,

3. Mr. Amit Kaushik as Chief executive officer (CEO) and Chief financial officer (CFO) of the Company.

4. Ms. Zalak Shah as Company Secretary (CS) and Compliance Officer of the Company.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on

the basis of the criteria such as the board composition and structure, effectiveness of board processes,

information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee

members on the basis of the criteria such as the composition of committees, effectiveness of committee

meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended March 31, 2024 the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for the year;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts for the year ended March 31, 2024 on going concern basis;

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

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the act has formed various committees, details of which are given hereunder:

A. Audit Committee:-

The Board of Directors had constituted Audit Committee in line with the provisions of Section 177 of the Companies Act, 2013. The terms of reference of the Committee is available on the website of the Company at www.inflameindia.com.

During the year under review, the Audit Committee met 4 (Four) times during the Financial Year 2023-24 on May 24, 2023, August 02, 2023 , November 11, 2023 and February 12, 2024.

Name of the Directors

Category

Designation

Number of meetings during the Financial Year 2023-24

Held

Eligible to attend

Attended

Mr. Akshay Kumar Vats

Non-Executive Independent Director

Chairperson

4

4

4

Mr. Aditya Kaushik

Chairman and Managing Director

Member

4

4

4

Ms. Smita Bhandari

Non-Executive Independent Director

Member

4

4

4

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever required. Further, the Company Secretary of the Company is acting as Company Secretary to the Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been considered and accepted by the Board.

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company’s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.inflameindia.com.

B. STAKEHOLDER’S RELATIONSHIP COMMITTEE:

The Company has formed Stakeholder’s Relationship Committee in line with the provisions Section 178 of the Companies Act, 2013.

The Board of Directors has constituted Stakeholder’s Relationship Committee mainly to focus on the redressal of Shareholders’ / Investors’ Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The terms of reference of the Committee is available on the website of the Company at www.inflameindia.com

During the year under review, Stakeholder’s Relationship Committee met 4 (Four) times viz on May 24, 2023, August 02, 2023, November 11, 2023 and February 12, 2024. The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Directors

Category

Designation

Number of meetings during the Financial Year 2023-24

Held

Eligible to attend

Attended

Ms. Smita Bhandari

Non-Executive Independent Director

Chairperson

4

4

4

Mr. Aditya Kaushik

Chairman & Managing Director

Member

4

4

4

Mr. Akshay Kumar Vats

Non-Executive Independent Director

Member

4

4

4

Also, there were no complaints unresolved as on March 31 2024.

C. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

The terms of reference of the Committee is available on the website of the Company at www.inflameindia.com.

During the year under review Nomination and Remuneration Committee met 3 (Three) times viz on August 02, 2023, August 14, 2023 and March 30, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Directors

Category

Designation

Number of meetings during the Financial Year 2023-24

Held

Eligible to attend

Attended

Mr. Akshay Kumar Vats

Non-Executive Independent Director

Chairperson

3

3

3

Ms. Smita Bhandari

Non-Executive Independent Director

Member

3

3

3

Mr. Aditya Kaushik

Chairman and Managing Director

Member

3

3

3

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.inflameindia.com/downloads/Nomination_Remuneration_Policy.pdf.-

REMUNERATION OF DIRECTORS:

The details of remuneration paid during the Financial Year 2023-24 to Directors of the Company is provided in Form MGT-7 available on website of the company at www.inflameindia.com.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the

Act and the Rules there under are not applicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

As of March 31, 2024, Our Company does not has any Subsidiary, Associate and Joint Venture Company. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions entered during the financial year were on an Arm’s Length basis and in the

Ordinary Course of Business. There are no materially significant Related Party Transactions, i.e exceeding rupees

one thousand crore or 10% of the annual consolidated turnover as per the last audited financial statement, whichever is lower or a transaction involving payments with respect to brand usage or royalty entered into individually or taken together with previous transactions during the financial year, exceeding five percent of the annual consolidated turnover of the Company as per the last audited financial statements, made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. 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.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at www.inflameindia.com/downloads/Policy_on_related_party_transactions.pdf .

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the website of the Company i.e. www.inflameindia.com.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees’ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of the Company between the ends of Financial Year of the Company i.e. March 31, 2024 to the date of this Report.

ALTERATION OF AOA

During the year under review, Company has passed Special resolution at the Annual general meeting held on August 28, 2023 altered existing Article of Association of the Company in the following manner:

(i) Deletion of the definition of “Seal” stated under Interpretation, i.e. xxvi “seal”

(ii) Substitution of Existing article No. 6(iii) with following;

Every certificate shall be issued under the signature of two Directors or one Director & the Company Secretary, and shall specify the shares to which it relates and the amount paid-up thereon.

(iii) Substitution of Existing article No. 29(iii) with following;

A Certificate under the signature of two Directors or one Director & the Company Secretary of the Company, specifying any shares held by any member shall be prima facie evidence of the title of the member of such shares.

(iv) Substitution of Article No. 145 along with its heading “The Seal” With following Article with Heading Authentication of Documents;

Save as otherwise expressly provided in the Act or these Articles, a document or proceeding requiring authentication by the Company may be signed by a Director, the Managing Director, the Manager, the Secretary or an authorised officer of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

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

The details of litigation on tax and other relevant matters are disclosed in the Auditors’ Report and Financial Statements which forms part of this Annual Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review there were no incidences of sexual harassment reported. The Policy on Anti Sexual Harassment as approved by the Board of Directors is available on the website of the Company at _ www.inflameindia.com/downloads/Misc/Sexual-Harrasement-Policy.pdf.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure-B.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorised, correctly reported and assets are safeguarded.

M/s. Gandhi Minocha and Company, Haryana., Chartered Accountants (FRN:000458N ), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on SME Platform of BSE Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Provisions pertaining to Corporate Social Responsibility of Section 135 of the Companies Act, 2013 are not applicable to the Company.

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed Mr. Mukesh Kumar Sharma, as an Internal Auditor of the Company for the financial year 2023-24.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, in the Annual General Meeting held on August 28, 2023, M/s. Gandhi Minocha and Company, Chartered Accountant, Haryana (FRN: 000458N), were re-appointed as Statutory Auditors of the Company, for the second term of Five consecutive years for a term till the conclusion of Eleventh Annual General Meeting to be held in the calendar year 2028.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except:-

I. The Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, from a bank on the basis of security of current assets. However, on pursuance of documents submitted to us the quarterly returns or statements filed by the company with such banks are not in agreement with the books of account of the Company.

Reply by Management: we identified that the primary cause was due to the challenges faced during the implementation of the SAP process. The transition to SAP was aimed at streamlining our operations and ensuring better accuracy and efficiency in our financial reporting. However, despite our best efforts, the SAP implementation did not succeed as anticipated. The complexity of the system and the integration issues led to data mismatches and reporting errors. Recognizing the need for a robust and reliable system, we have decided to move towards the implementation of a comprehensive ERP system. This new ERP system is expected to address the shortcomings of the previous SAP implementation and provide a seamless integration of all our business processes.

II. In case of Hyderabad unit the feature of audit trail has not operated throughout the year, and has operated w.e.f. 09.11.2023 only.

Reply by Management: The Hyderabad unit of our Company commenced its operations in the current financial year. As a new unit, we have been in the process of establishing and implementing various

operational and compliance requirements to ensure smooth and efficient functioning. Due to the initial setup phase and the focus on establishing core operational activities, the implementation of the audit trail feature was delayed. We understand the importance of having an audit trail to ensure transparency, accountability, and accurate record-keeping. Recognizing this, we prioritized the activation of the audit trail feature and have successfully implemented the same.

MAINTENANCE OF COST RECORD:

The Company is not required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder and accordingly.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013 for the financial year 2023-24.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure-C.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure-D to this Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except:-

Sr.

No.

Compliance Requirement (Regulations/ Circulars / Guidelines Including Specific Clause)

Deviations

Observations/ Remarks of the Practicing Company Secretary

1.

Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.

Delay by Company in entering majority of UPSI Sharing Entries in software (Structured Digital Database)

Delay by Company in entering majority of UPSI Sharing Entries in software (Structured Digital Database)

Reply by Management: Delay was unintentional, to make all compliance within due date, UPSI sharing entries into software got delayed.

Management of Company will be more alert in making entries of UPSI Sharing into software the same day on which UPSI is shared to any Designated Persons.

WEBSITE:

Your Company has its fully functional website www.inflameindia.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors’ interest / knowledge has been duly presented on the website of the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2023-24, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year. Your Directors further state 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:

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future;

ACKNOWLEDGEMENT:

Your Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.

Registered office: Khewat Khatoni No. 45/45, For and on behalf of Board of Directors

Khasra No. 942/855/1 Village Kalyanpur For, Inflame Appliances Limited

Tehsil-Baddi, Baddi Solan-173205, CIN: L74999HP2017PLC006778

Himachal Pradesh.

Corporate Office: Village Bagwali, Aditya Kaushik

Khasra No. 40/14-15-16-17/1, Chairman and Managing Director

Block - Raipur Rani, Nh-73, DIN 06790052

Panchkula-134202.

Date : August 05, 2024 Place : Panchkula

Mar 31, 2018

The Shareholders,

The Directors have pleasure in presenting the 1st (First) Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS:

The Company''s financial performance for the year ended March 31, 2018 is summarized as below:

(Amount in Rs.)

Particulars

Current Year 201 7-18

Revenue from operations

89,907,038.51

Other income (net)

69,999.00

Total Income

89,977,037.51

Less:

Operating & Administrative expenses

84,653,552.22

Profit Before Depreciation Interest & Tax

5,323,485.29

Less:

Depreciation and amortization expense

1,198,256.00

Finance costs

1 84,004.97

Profit before exceptional item and tax

3,941,224.32

Exceptional item

0.00

Profit before tax (PBT)

3,941,224.32

Tax expense

898,937.00

Profit after tax for the year (PAT)

3,042,287.32

EPS (Rs.)

0.76

Our Company was incorporated on November 14, 2017 by conversion of partnership firm M/s Techno Engineering Corpn. which was formed in the year 2010. The financial performance in total of our Company erstwhile partnership for the year 2017-18 is as under:-

(Amount in Rs.)

Particulars

Current Year 2017-18

Revenue from operations

32,1 2,35,079.00

Other income (net)

12,46,616.00

Total Income

32,24,81,695.00

Less:

Operating & Administrative expenses

30,33,99,241.00

Profit Before Depreciation Interest & Tax

1,90,82,454.00

Less:

Depreciation and amortization expense

22,01,104.00

Finance costs

14,67,028.00

Profit before exceptional item and tax

1,54,14,322.00

Exceptional item

0.00

Profit before tax (PBT)

1,54,14,322.00

Tax expense

30,17,809.00

Profit after tax for the year (PAT)

1,23,96,512.00

EPS (Rs.)

0.76

2. OPERATION & REVIEW

The Company Inflame Appliances Limited, was incorporated by way on Conversion of erstwhile Partnership Firm Techno Engineering Corpn. Company''s performance during the Financial Year 2017-18 was partly in the name of Techno Engineering Corpn. and partly in the name of Inflame Appliances Limited.

Revenue from the operations was Rs. 23.13 Crores in the name of Techno Engineering Corpn. & Rs. 8.99 Crores in the name of Inflame Appliances Limited. Aggregating a total of Rs. 32.12 Crores, 77.85% higher than Rs. 18.06 Crores in the previous year. Detailed report on operations of and structure of Business of the Company has been included in Management Discussion and Analysis Report, which forms part of this Annual Report.

3. RISK MANAGEMENT AND INTERNAL CONTROL

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company at regular intervals monitors the financial, operational, legal risk to the Company through procedures like audit, inspections etc.

There is no risk, which in the opinion of the Board may threaten the existence of the Company. The internal financial controls are adequate and are monitored at regular intervals.

4. DIVIDEND

The Board thinks that the profits should be retained for the expansion of the Company, which is in pipeline for more growth and value addition to the company and forming a strong business base so that revenue flows from many channels and hence the Directors of your Company do not recommend any dividend for FY 2017-18.

5. SHARE CAPITAL

During the financial year 2017-18, the company has allotted 12,00,000 equity shares of Rs. 10/- each at a premium of Rs. 44/- per share through Initial Public Offer (IPO) on SME Platform of BSE Limited. The Company got listed on BSE SME Platform with effective from March 16, 2018.

During the year under review, Following Allotments were made:

S No.

Date

Type

Particulars

Shares Allotted

01

14/11/2018

Subscription to MOA

14,55,400 Shares allotted pursuant to Pursuant to conversion of partnership firm M/s Techno Engineering Corpn. into Company.

14,55,400

02

05/01/2018

Preferential

Allotment

1,1 8,000 shares to Aditya Kaushik 14,600 shares to Dinesh Kaushik

1,32,600

03

15/01/2018

Preferential

Allotment

1,62,000 shares to Aditya Kaushik

1,62,000

04

17/01/2018

Bonus

Shares

10,50,000 Equity Shares Allotted by way of Bonus Issue to existing Shareholders

10,50,000

6. USE OF PROCEEDS

The proceeds from the Issue of the Company vide prospectus dated February 23, 2018 have been utilized / are in process of utilization for the purpose for which they were raised and there is no deviation in the utilization of proceeds.

7. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve account during the reporting period.

8. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Separate report on Management Discussion and Analysis Report as required under regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been presented in a separate section forming part of this Annual Report.

10. CHANGE IN NATURE OF THE BUSINESS

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

11. HUMAN RESOURCE DEVELOPMENT

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and competitive in managing the change constructively for overall growth of the organization. To this end the company''s approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. The Company believes that the success of an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful throughout the year.

12. QUALITY INITIATIVES

The Company is committed to the highest level of quality and continuous improvement programme are organized at all the level. We are having Quality Approval from the department of BIS (Bureau of Indian Standard) and our products are per specification and standards set by the Department. Our Company is IS 4246:2002 certified company by the independent originations.

13. SUBSIDIARY COMPANIES

The Company does not have any subsidiary companies. Hence, Your Company is not required to present the consolidated financial statement as per the requirement of the provision of Section 136 of the Companies Act, 2013.

14. MATERIAL CHANGES AND COMMITMENTS

There is no material change 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 relates and the date of the report.

15. PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The details of programme for familiarization of independent directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company''s website www.inflameindia.com

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Anita Kaushik, Whole Time Director is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer herself for re- appointment.

Mrs. Smita Bhandari is appointed as additional Non-Executive Director on the Board w.e.f. August 28, 2018 and regularization as Non-Executive Independent Director for five years in the forthcoming Annual General Meeting, not liable to retire by rotation.

Dr. Bindu Bhardwaj who has resigned from the post of Non-Executive Independent Director w.e.f. April 13, 2018 as approved by board of Directors via resignation letter dated March 31, 2018.

A Statement on declaration given by Independent Directors under section 149 sub-section (6) is given by Independent Director of the Company

There was no change in any Key Managerial Personnel of the Company during the year.

17. NUMBER OF MEETINGS OF THE BOARD

Nine (9) meetings of the board were held during the year. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

18. BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

19. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the requirement of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy on appointment of Directors including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other senior management has been disclosed in the corporate governance report, which forms part of this report.

20. AUDIT COMMITTEE

During the year under review, the Company constituted the Audit Committee and the primary objective is to monitor and supervise the financial reporting, to ensure accurate and timely disclosures, transparency, integrity and quality of financial reporting. As of the date of this report, the audit committee is comprised of Mr. Akshay Kumar Vats (Chairman), Dr. Bindu Bhardwaj (Member) and Mr. Aditya Kaushik (Member).

21. STATUTORY AUDITORS

Deepak Jhanwar & Co., Chartered Accountants, who are the statutory auditors of the Company, hold office till the August 10, 2018 and resigned from the post of Statutory Auditor of the Company w.e.f. August 11, 2018. The appointment of M/s Gandhi Minocha & Co., Delhi as the Statutory Auditors for a period of five years from the conclusion of this Annual General Meeting held on September 28, 2018 till the conclusion of AnnualGeneral Meeting of the Company to be held in calendar year 2023. Accordingly, requisite resolution forms part of the notice convening the AGM. The auditors'' report does not contain any qualifications, reservations or adverse remarks.

22. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Kamiya, Company Secretary in practice to undertake the Secretarial Audit of the Company for the year under review. The Board has duly reviewed the Secretarial Auditor''s Report and the comments, appearing in the report are self-explanatory and do not call for any further explanation by the Board of Directors as provided under section 134 of the Act. The Secretarial Audit Report is annexed herewith as "Annexure-IV”.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

24. VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the Financial Year 2017-18, the Company has not received any complaints of sexual harassment.

26. TRANSACTIONS WITH RELATED PARTIES

Pursuant to the provisions of Section 134 (3) read with Section 188 (2) of the Companies Act, 2013, details of transaction for the year under review are given in Form AOC-2 as Annexure-III to this report and in the section on Related Party Transactions in Corporate Governance Report.

27. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules there to be annexed to this report as "Annexure - II”.

28. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company will be provide upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employee''s particulars which is available for inspection by members at the registered office of the Company during the business hours on all working days of the Company up to the date of ensuing Annual General Meeting of the Company. If any member is interested in inspection the same, the member may write to the Company Secretary in advance.

29. DEPOSITS FROM PUBLIC

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed thereunder.

30. DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm:

(i) in the preparation of the annual financial statements, applicable accounting standards have been followed and there are no material departures from the said standards;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that 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, 2018 and of the profit of the company for the year ended on that date;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities;

(iv) the annual financial statements have been prepared on a going concern basis;

(v) proper internal financial controls are in place and are adequate and are operating effectively; and

(vi) the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

31. CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under the criteria as mentioned in the Section 135 of the Companies Act, 2013 and rules made thereof which specifies the requirement of forming the Corporate Social Responsibility Committee.

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

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as "Annexure - I”.

33. THINK GREEN. GO GREEN’ INITIATIVE

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report and other documents through electronic means to its members at their registered email addresses, besides sending the same in physical form.

As a responsible Corporate Citizen, the Company has actively supported the implementation of ''Green Initiative'' of Ministry of Corporate Affairs (mCa) and effected electronic delivery of Notices and Annual Reports to those shareholders whose email ids were already registered with the respective Depository Participants (DPs) and who have not opted for receiving such documents in physical form. The intimation of dividends (interim/final) is also being sent electronically to those shareholders whose email ids are registered.

Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address with the Registrar and Share Transfer agent (R&TA) of the Company/Depository participant (DP) of respective member and take part in the Green Initiative of the Company, for receiving electronic communications and support the “THINK GREEN, GO GREEN” initiative.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The detailed instructions for e-voting are provided in the Notice of AGM.

34. ACKNOWLEDGEMENT

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels.

For and on behalf of the Board

Inflame Appliances Limited

Sd/-

Mr. Aditya Kaushik

Chairman & Managing Director

DIN -06790052

Sd/-

Mr. Dinesh Kaushik

Place - Baddi, Solan, Himachai pradesh. Whole time Director

Date - 28/08/2018 DIN - 07971536

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