To
The Members of,
E Factor Experiences Limited
We are pleased to present this Annual Report of E Factor Experiences Limited (the Company or EFACTOR) on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024 (FY 2023-24).
Highlights of Financial Performance
The Audited Financial Statements of the Company as on March 31, 2024, are prepared in accordance with the relevant applicable Accounting Standards and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").
The summarized financial highlight is depicted below:
STANDALONE
CONSOLIDATED
Result of Operations & State of Company's Affairs
The key aspects of the Company's performance during the financial year 2023-24 are as follows: Consolidated Performance
Total Revenue (including other income) for FY'24 stood at Rs. 14,924.06 Lacs, compared to Rs. 11,945.21 Lacs in FY'23, a YoY growth of 25%.
Profit before tax stood at Rs. 2073.50 Lacs, compared to Rs. 995.45 Lacs in FY'23, a YoY growth of 108%.
Profit After Tax for FY'24 stood at Rs. 1,536.14 Lacs, compared to Rs. 727.67 Lacs in FY'23, a YoY growth of 111%.
Standalone Performance
* Total Revenue (including other income) for FY'24 stood at Rs. 14,289.24 Lacs, compared to Rs. 11,432.15 Lacs in FY'23, a YoY growth of 25%.
Profit before tax stood at Rs. 2,008.63 Lacs, compared to Rs. 927.97 Lacs in FY'23, a YoY growth of 116%.
Profit After Tax for the FY'24 stood at Rs.1494.95 Lacs, compared to Rs.691.23 Lacs in FY'23, a YoY growth of 116%.
Dividend
Based on remarkable financial performance of the Company, the Board of Directors at its meeting held on May 28, 2024, has recommended the Final Dividend for FY 2023-24 at the rate of 10% i.e. Re.1 /- per equity share at face value of Rs.10/- each, which is subject to the approval of members at the ensuing Annual General Meeting.
Capital Structure of the Company
There was no change in the Authorized Share Capital of the Company during the FY 2023-24. It stood at Rs. 13,50,00,000/- (Rupees Thirteen Crores Fifty Lakhs) divided into 1,35,00,000 (One Crore Thirty- Five Lakhs) equity shares of Face Value of Rs. 10/- each.
The Company has raised funds through Initial Public Offer (IPO) during the year, amounting to Rs. 25,92,00,000/- (Rupees Twenty-Five Crores Ninety-Two Lakhs) divided into 34,56,000 Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each at a premium of Rs. 65/- per Equity Share thereby increase in the paid-up capital of the Company from Rs. 9,63,20,980/- (Rupees Nine Crores Sixty- Three Lakhs Twenty Thousand Nine Hundred and Eighty Only) divided into 96,32,098/- (Ninety-Six Lakhs Thirty-Two Thousand Ninety-Eight) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 13,08,80,980/- (Rupees Thirteen Crores Eight Lakhs Eighty Thousand Nine Hundred Eighty Only) divided into 1,30,88,098 (One Crore Thirty Lakhs Eighty-Eight Thousand Ninety-Eight) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.
The IPO was opened for subscription on September 27, 2023, and closed on October 03, 2023. The shares of the Company got listed on October 09, 2023, at Emerge Platform of the National Stock Exchange of India Limited ("NSE EMERGE").
Utilization of Funds raised through Public Issue
The Company had raised Rs. 2592 Lacs through Initial Public Offer (IPO) during October 2023, where the equity shares are listed on EMERGE Platform of National Stock Exchange of India Ltd. As on March 31, 2024, Rs. 1933.84 Lacs were utilized as per the terms of Issue Objects as defined in prospectus and the balance Rs. 658.16 Lacs shall be utilized in the forthcoming year.
There was no deviati'on(s) or variati'on(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated October 05, 2023.
Transfer to reserves
During the current year, profit of Rs. 14,96,20,679/- was carried over into reserves and surplus.
Material Changes and Commitment
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
Subsidiaries, Associates and Joint Venture Companies and consolidated financials
As of March 31, 2024, the Company has one subsidiary i.e., E-Factor Adventure Tourism Private Limited and one associate i.e. Untamed Leisure and Hospitality Private Limited. During the financial year under review, there are no companies which has become or ceased to be Subsidiary, Joint Venture/ Associate Companies.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of Financial Statement of subsidiaries and associates in the prescribed format AOC-1 is appended as Annexure-I to the Board's report.
Annual Return
Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return in Form MGT.7 shall be placed on the website of the company at weblink https://www.efactorexp.com/investors/ after the conclusion of the 22nd Annual General Meeting.
Particulars of Loans, guarantee and Investment
Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.
Particulars of Contracts or Arrangements made with Related Parties
The details of the related party transactions are provided under note no. 25 of the notes to accounts to Financial Standalone Statements. Also, the Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.
Management's Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management's Discussion and Analysis Report is presented in a separate section of Annual Report.
Corporate Governance
The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of National Stock Exchange of India Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) and (t) of sub regulations (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to the highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and belief confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) Such accounting policies as mentioned in the Financial Statements as 'Significant Accounting Policies' have been selected and applied consistently and made judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profits and loss of the company for that period;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) Annual accounts have been prepared on a going concern basis;
e) Proper systems were in place to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
Directors and Key Managerial Personnel
The following Directors, Independent & Non-Independent, serve on the Board of the company. In compliance with the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, wherever applicable, the composition of Board of Directors and Key Managerial Personnel are as follows: -
The Company has the following Key Managerial Personnels:
Declaration by Independent Directors
The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of Companies Act 2013. The Board has received the declaration from the independent directors in this regard. Further, in the opinion of Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates.
Audit Committee
The Company has constituted an Audit Committee of the Board in compliance with the requirements of Section 177 of the Companies Act, 2013. The Audit Committee consists of the following directors:
Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee of the Board in compliance with the requirements of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee consists of the following directors:
Stakeholders' Relationship Committee
The Company has constituted a Stakeholders' Relationship Committee of the Board in compliance with the requirements of Section 178 of the Companies Act, 2013. The Stakeholders' Relationship Committee consists of the following directors:
Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility Committee of the Board in compliance with the requirements of Section 135 of the Companies Act, 2013. The Corporate Social Responsibility Committee consists of the following directors:
The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2023-24 in the prescribed format are annexed as Annexure- IV.
Annual evaluation of Board
The Nomination and Remuneration Committee has defined the evaluation criteria and procedure for the performance evaluation process for the Board, its Committees and Directors. The criteria for Board evaluation include inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
The criteria for evaluation of Individual Directors include aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.
Company's Policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178
The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. The Policy of the Company ensures that the remuneration paid to the Whole Time Directors shall be as per the provisions of Companies Act, 2013 and the rules made thereunder. It documents the mechanism for determining qualifications, positive attributes, independence of a director and other matters provided under section 178 of the Companies Act 2013.
Statutory Auditors & Audit Report
M/s. Ellahi Goel & Co., Chartered Accountants (Firm Regn. No. 005147N), the existing auditors of the Company, were appointed as Statutory Auditors of the Company at the 17th Annual General meeting to hold office for the period of 5 years from Financial Year 2019-20 to Financial Year 2023-24. The period under review was the fifth year of the audit by M/s. Ellahi Goel & Co., Chartered Accountants, in the Company. The Board of Directors at its meeting held on July 02, 2024, has recommended the reappointment of M/s. Ellahi Goel & Co., Chartered Accountants, as Statutory Auditors of the Company for a second term of five consecutive years from conclusion of the 22nd AGM until the conclusion of the 27th AGM of the Company to be held for FY 2028-29. The Board has duly reviewed the Statutory Auditor's Report on the financial statements. There is no qualification, reservation, or adverse remark given by the Auditors in their report.
Secretarial Auditors
In terms of the provisions of Section 204 of the Companies Act, 2013 read with applicable rules framed thereunder, the Board had appointed M/s Kumar Goel & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for conducting the secretarial audit of your Company for the financial year ended March 31, 2024. The Secretarial Audit Report given by M/s Kumar Goel & Associates, Practicing Company Secretaries, has been provided in Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.
Internal Auditors
In terms of the provisions of Section 138 of the Companies Act, 2013 read with Companies (Account) Rules, 2014, the Company has appointed M/s C K B & Associates, Chartered Accountants, as the internal auditors for Financial Year 2023-24.
Conservation of Energy, Technology Absorption and Foreign Exchange earnings/outgo
The disclosures required to be made under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption is not applicable to the Company as the Company is engaged in the service sector of Event Management Business and is not involved in any manufacturing activity. Foreign exchange earnings & outgo is NIL.
Particulars of Employees
The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment & remuneration of Management Personnel) Rules, 2014, as amended from time to time, is provided in the Annexure - III attached to this report.
Listing at Stock Exchange
With effect from October 09, 2023, Equity Shares of Company successfully got listed on Emerge platform of the National Stock Exchange of India Limited (NSE). This process was undertaken in accordance with the Listing norms. Annual listing fees for the year 2023-24 have been paid by the Company to NSE Limited where the shares of the Company are listed.
Meetings of the Board of Directors
The Board of Directors of the Company met Thirteen (13) times during the year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors).
Risk Management
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 the Company may constitute a Business Risk Management Committee which shall be entrusted with the responsibility to assist the Board in Formulating and implementing Risk Management Policy and overseeing all the risk that Company may face in future like strategic, financial, credit, market, liquidity, property, IT, legal, regulatory etc. At present, the Company has not identified any element of risk which may perceptibly threaten the existence of the Company.
Prevention of Sexual Harassment of Women at Workplace
The Company is committed to creating and maintaining a safe and conducive work environment to its employees without fear of sexual harassment, exploitation and intimidation. Accordingly, the Company has in place a policy for Prevention of Sexual Harassment of Women at Workplace framed in line with provisions of Sexual Harassment of Women at Workplace Act, 2013. During the year under review, there were no complaints received by the Internal Complaints Committee in connection with Sexual Harassment of women at workplace.
Proceedings initiated/Pending against the Company under Insolvency and Bankruptcy Code, 2016
There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.
General
The Directors of the Company states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:
• Details relating to deposits covered under Chapter V of the Act.
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
• Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.
• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
• Change in the nature of business of the Company.
• Instances of transferring the funds to the Investor Education and Protection Fund.
• Maintenance of Cost Records specified by the Central Government under Section 148 of the Companies Act, 2013.
• The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
• There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations
Acknowledgements
The Board would like to take this opportunity to express the gratitude to all investors, clients, vendors, Bankers, Regulatory and Government authorities, Stock Exchanges and business associates and all other stakeholders for their cooperation, encouragement and continued support extended to the Company.
The Board also wish to place on record its appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance at all levels.