Directors Report of Infollion Research Services Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the report on
the business and operations of the Infollion Research
Services Ltd. together with the Audited Consolidated and
Standalone Statement of Accounts of your Company for
the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS (Consolidated AND
Standalone)

A. The Company''s financial performance as per
Audited Consolidated Financial Statements for
the FY 2024-25 under review:

Particulars	Year ended 31.03.2025 (in Lakh)	Year ended 31.03.2024 (in Lakh)
Revenue from Operations	7730.32	5174.83
Other Income	220.84	156.52
Profit before Interest, Depreciation & Tax	1686.59	1170.45
Less: Finance Cost	38.66	13.38
Less: Depreciation & Amortization Expense	1.66	0.43
Profit before Tax	1646.27	1156.63
Less: Income Tax	406.12	288.20
Less: Deferred Tax	-4.00	11.64
Profit after Tax	1244.15	856.80
Less: Proposed Dividend & Tax thereon
Balance Carried to Balance Sheet	1244.15	856.80

B. The Company''s financial performance as per
Audited Standalone Financial Statements for
the FY 2024-25 under review:

Particulars	Year ended 31.03.2025 (in Lakh)	Year ended 31.03.2024 (in Lakh)
Revenue from Operations	7730.32	5174.83
Other Income	223.76	156.52
Profit before Interest, Depreciation & Tax	1679.26	1170.45
Less: Finance Cost	36.69	13.38

Particulars	Year ended 31.03.2025 (in Lakh)	Year ended 31.03.2024 (in Lakh)
Less: Depreciation & Amortization Expense	1.66	0.43
Profit before Tax	1640.91	1156.63
Less: Income Tax	406.12	288.20
Less: Deferred Tax	-4.00	11.64
Profit after Tax	1238.78	856.80
Less: Proposed Dividend & Tax thereon	^-	^-
Balance Carried to Balance Sheet	1238.78	856.80

C. DETAILS OF SUBSIDIARIES, JOINT VENTURES
AND ASSOCIATES

Name

Address

Country
of IncorÂ¬
poration

No. of
Shares
Held

Amount
of InvestÂ¬
ment (''
Lakh)

Holding

Infollion

Research

Services

Corp.

(File

Number

3366140)

919, North
Market
Street, Suite
950, City of
Wilmington,
Country of
New Castle,
Delaware, Zip
Code 19801

USA

1000

0.85429

100%

Infollion Research Services Corp. , a wholly owned
subsidiary of Infollion Research Services Limited
was incorporated on April 1, 2025 in the state of
Delaware,USA . The audited financial statements
including the consolidated financial statement of
the Company and all other documents required to
be attached thereto are available on the Company''s
website and can be accessed at https://investors.
infollion.com/

2. STATE OF COMPANY AFFAIRS

Business Overview and Strategic Developments

The Company continues to operate within the B2B
Human Cloud domain, specializing in on-demand
contingent hiring and flexible work arrangements for
senior management professionals, subject matter
experts, and seasoned industry leaders. Leveraging
its core competencies, the Company remains focused
on expanding its footprint across both existing and
emerging markets through strategic evaluation and
execution of growth opportunities.

The Huksa service line, introduced in the previous
year, continued to evolve during FY 2024-25. Focused
on techno-functional L&D programs for corporates,
it remains a key part of the Company''s diversification
strategy. Further updates are provided in the
Management Discussion and Analysis Report.

In line with its global expansion strategy, the Company
also established a wholly owned subsidiary in the name
of Infollion Research Services Corp in the United States
during FY 2024-25, aimed at strengthening its presence
and operations in the US market.

The Company''s operations are consolidated under a
single primary business segment.

Financial Performance

FY 2024-25 marked a year of exceptional growth
and performance. As per the Audited Consolidated
Financial Statements:

â¢ Revenue from Operations surged by over 49%,
rising from ''51.75 Crores in the previous fiscal year
to ''77.30 Crores.

â¢ Profit After Tax (PAT) stood at ''12.44 Crores,
reflecting a year-on-year increase of more than
45%.

Comprehensive insights into the financial
performance are detailed under the ''CFO''s
Comments'' section of the Management Discussion
and Analysis Report, which forms an integral part
of this Annual Report.

3. DIVIDEND

With a view to conserve resources for future business
operations of the Company, your directors do not
recommend any dividend for the financial year under
review.

4. TRANSFER TO RESERVES

The Company has transferred 12.38 Crores as retained
earnings to Reserves & Surplus of the Company.

5. DEPOSITS

The Company has neither invited nor accepted any
Deposits from the public during the year under review.

6. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business.

7. CHANGE IN THE REGISTERED OFFICE OF THE
COMPANY

During the year under review and thereafter, the
Company undertook the following changes in its
Registered Office:

1. Inter-State Change of Registered Office

Pursuant to the order of the Regional Director,
Northern Region, New Delhi, bearing number
AA8617468/13(4)/RD (NR)/2024/8472 dated

October 23, 2024, the Registered Office of the
Company was shifted from the National Capital
Territory (NCT) of Delhi to the State of Haryana.
Accordingly, with effect from November 14, 2024,
the Registered Office was changed from 80/28,
Malviya Nagar, New Delhi - 110017, India to 3rd
Floor, Tower B, Unitech Cyber Park, Sector 39,
Gurugram - 122002, Haryana, India.

2. Change of Registered Office within the same City

Further, pursuant to the approval of the Board of
Directors at its meeting held on August 6, 2025,
the Registered Office of the Company was shifted
within the local limits of Gurugram, Haryana, from
3rd Floor, Tower B, Unitech Cyber Park, Sector
39, Gurugram - 122002 to 5th Floor, Tower
C, Unitech Cyber Park, Sector 39, Gurugram
- 122001, with effect from August 6, 2025.
All statutory filings with the Registrar of Companies
have been duly completed in respect of both
changes.

S. SECRETARIAL

A. SHARE CAPITAL

During the year under review, there has been
no change in the Authorised Share Capital of the
Company. The Paid up share capital of the Company
has increased from ''9,69,09,040 to ''9,69,69,720
pursuant to the allotment of 6068 equity shares
of face value of Rs 10.00 each under the Employee
Stock Option Plan (ESOP) on 6^th February,2025 "

B. Compliance with the provisions of Secretarial
Standard 1 and Secretarial Standard 2

The applicable Secretarial Standards, i.e. SS-1 and
SS-2, relating to ''Meetings of the Board of Directors''
and ''General Meetings'' respectively, have been
duly complied by your Company.Secretarial Audit
Report as Annexure-I is attached in this regard.

C. Annual Return

Pursuant to section 134(3)(a) and section 92(3)
of the Companies Act, 2013 read with Rule 12 of
the Companies (Management and Administration)
Rules, 2014, a copy of the Annual Return is placed
on the website of the Company and can be
accessed at the Web-link https://investors.infollion.
com/annual-returns-under-section-92.

9. DISCLOSURE ON EMPLOYEE STOCK OPTION PLAN

OF THE COMPANY

A. Relevant disclosures in terms of the accounting
standards prescribed by the Central Government
in terms of section 133 of the Companies Act,
2013 (18 of 2013) including the ''Guidance note on
accounting for employee share-based payments''
& Regulation 14 of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
issued in that regard from time to time.

B. Diluted EPS on issue of shares pursuant to all
the schemes covered under the regulations shall
be disclosed in accordance with ''Accounting
Standard 20 - Earnings Per Share'' issued by Central
Government or any other relevant accounting
standards as issued from time to time: ''12.83 per
share

C. Details related to ESOS

(i) A description of each ESOS that existed at any
time during the year, including the general
terms and conditions of each ESOS, including -

Date of shareholders'' approval	28-09-2023
Total number of Options approved under ESOS	2,50,000
Vesting requirements	The granted Options shall vest after a minimum period of 1 year and maximum period of 7 years from the date of grant.
Exercise price or pricing formula	10
Maximum term of options granted	The Options shall vest maximum within seven years from the date of grant.
Source of shares (primary, secondary or combination)	Primary
Variation in terms of options	NA

(ii) Method used to account for ESOS - Fair value
method

(iii) Where the company opts for expensing of
the options using the intrinsic value of the
options, the difference between the employee
compensation cost so computed and the
employee compensation cost that shall have
been recognized if it had used the fair value

of the options shall be disclosed. The impact
of this difference on profits and on EPS of
the company shall also be disclosed: Not
Applicable

(iv) Option movement during the year (For each
ESOS):

Particulars	Details
Number of options outstanding at the beginning of the period	24,272
Number of options granted during the year	18,012
Number of options forfeited / lapsed during the year	0
Number of options vested during the year	6068
Number of options exercised during the year	6068
Number of shares arising as a result of exercise of options	6068
Money realized by exercise of options, if scheme is implemented directly by the company (''Lakh)	0.61
Loan repaid by the Trust during the year from exercise price received	0
Number of options outstanding at the end of the	36,216
year
Number of options exercisable at the end of the year	0

(v) Weighted-average exercise prices and
weighted-average fair values of options shall
be disclosed separately for options whose
exercise price either equals or exceeds or is
less than the market price of the stock.

Grant 2023Â¬ 24	Vest dated 24th January, 2026	Vest dated 24th January, 2027	Vest dated 24th January, 2028
Stock Price (Rs.)	240	240	240
Strike/ Exercise Price (Rs.)	10	10	10
Expected Life of Options (no. of years)	2.25	3.25	4.25
Risk free rate of interest (%)	7.02%	7.05%	7.06%
Implied Volatility factor (%)	54.51%	54.51%	54.51%
Dividend Yield (%)	0%	0%	0%
Fair value per Option at year end (Rs.)	231.46	232.05	232.6

Grant 2024Â¬ 25	Vest dated 24th January, 2026	Vest dated 24th January, 2027	Vest dated 24th January, 2028
Stock Price (Rs.)	445	445	445
Strike/ Exercise Price (Rs.)	10	10	10
Expected Life of Options (no. of years)	1.5	2.25	3
Risk free rate of interest (%)	6.56%	6.62%	6.61%
Implied Volatility factor (%)	60.51%	60.51%	60.51%
Dividend Yield (%)	0%	0%	0%
Fair value per Option at year end (Rs.)	435.93	436.38	436.80

(vi) Employee wise details (name of employee,
designation, number of options granted during the
year, exercise price) of options granted to -

(a) senior managerial personnel as defined
under Regulation 16(d) of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015;

S. No.	Name of the Employee	Designation	No. of Options granted during the year 2024-25	Exercise Price
1	Abhay Sangal	VP-Operations	2595	''10/-
2	Abhishek Jha	Chief Financial Officer	1530	''10/-
3	Garima Pathak	Assistant Vice President	1548	''10/-
4	Parina Kalra	AVP - Operations	1806	''10/-
5	Ritika Naithani	Chief Human Resource Officer	1731	''10/-
6	Shubham Singh	Team Lead	1956	''10/-
7	Varun Khandelwal	VP - Research	2229	''10/-

(b) any other employee who receives a grant in any
one year of Option amounting to 5% or more of
Option granted during that year: In addition to
the employee details mentioned above in (a),
the following employees have received grant
more than 5% of the total Options granted
during the year:

S. No.	Name of the Employee	Designation	No. of Options granted during the year 2024Â¬ 25	Exercise Price
1	Manika Arora	Senior Manager	1086	''10/-
2	Monika Gupta	Senior Manager	1212	''10/-
3	Neha Diwakar	Senior Manager	966	''10/-
4	Nitasha Kapoor	Founder''s Desk	1353	''10/-

(c) identified employees who were granted option,
during any one year, equal to or exceeding 1%
of the issued capital (excluding outstanding
warrants and conversions) of the company at
the time of grant: Not Applicable

(vii) A description of the method and significant
assumptions used during the year to estimate
the fair value of options including the following
information:

(a) the weighted-average values of share price,
exercise price, expected volatility, expected
option life, expected dividends, the risk-free
interest rate and any other inputs to the model:
Please refer point (v) above.

(b) the method used and the assumptions made
to incorporate the effects of expected early
exercise: The fair value of options has been
calculated by using Black Scholes Model.

(c) how expected volatility was determined,
including an explanation of the extent to which
expected volatility was based on historical
volatility: Please refer point (v) above, and

(d) whether and how any other features of the
options granted were incorporated into the
measurement of fair value, such as a market
condition: Not Applicable

None of the Directors were granted Options
under the ESOP Scheme during the financial
year under review.

Further, the details required to be disclosed
pursuant to Regulation 14 read with Part F of
Schedule I of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021,
and in accordance with the provisions of the
Companies Act, 2013 as applicable to the
Company, is available at the website of the
Company and can be accessed at https://
investors.infollion.com/employee-stock-
option-scheme.

The certificate from Secretarial Auditors of the
Company in accordance with Regulation 13
of the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, shall be
placed for inspection by the members at the
16^th Annual General Meeting of the Company.

10. DETAILS OF BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Changes in the composition of Board of Directors
and other Key Managerial Personnel: During the year
under review, the Board of Directors of the Company
was duly constituted. Details are mentioned below:-

1. Pursuant to Section 152(6) of the Companies Act,
2013 and Rules made thereunder, Mr.Munish
Bansal (DIN : 01442703 ), Non-Executive Director of
the Company, liable to retire by rotation, offered
himself for re-appointment, has been proposed for
re-appointment as Director and the same has been
approved by the members of the Company in its
15^th Annual General Meeting held on September
16,2024

2. As mentioned in the previous year''s Annual
Report

Mr. Ravi Kumar (DIN: 00854635) has been appointed
as a Non-Executive Independent Director of the
Company for a period of five (5) consecutive
years with effect from February 09, 2024. The
appointment of Mr. Kumar was regularised by
the Members of the Company vide Postal ballot
effected on March 14, 2024.

Mr. Munish Bansal (DIN: 01442703), Independent
Director of the Company has been re-designated
as Non-Independent Non-Executive Director of
the Company with effect from February 09, 2024.
The appointment of Mr. Bansal was regularised by
the Members of the Company vide Postal Ballot
effected on March 14, 2024.

Retirement by Rotation: In terms of Section 152
of the Companies Act, 2013, Mr.Gaurav Munjal
(DIN: 02363421),) would retire by rotation at the
forthcoming Annual General Meeting (AGM) and
being eligible offers himself for re-appointment.
The brief profile of Mr.Munjal(DIN: 02363421) is
provided in the notes of the Notice of 16^th AGM.

During the financial year 2024-25, there were
no changes in the Key Managerial Personnel

(KMPs) of the Company.

However, subsequent to the end of the financial

year, pursuant to the approval of the Board of
Directors at its meeting held on August 6, 2025,
the resignation of Ms. Madhumita Pramanik,

Company Secretary and Compliance Officer of the
Company, was noted w.e.f July 18,2025. The Board
also approved the appointment of Ms. Megha
Rastogi as the new Company Secretary and
Compliance Officer with effect from August 6,
2025.

11. STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS OF THE COMPANY UNDER
SECTION 149(6) OF THE COMPANIES ACT, 2013

All the Independent Directors have given a declaration
of independence as per the criteria under Section
149(6) of the Companies Act, 2013 (''the Act'') and
Regulation 16(1 )(b) of the SEBI (Listing Obligations
and Disclosures Requirements) Regulation, 2015
(''SEBI LODR Regulations''). Based on the necessary
declaration(s) received from both the Independent
Directors, the Board recorded that the Independent
Directors are independent of the management and
have fulfilled the conditions as specified in the Act and
SEBI LODR Regulations.

In the opinion of the Board, both the Independent
Directors possess integrity, expertise, experience and
proficiency required to be Independent Director of the
Company, fulfil the criteria of independence and are
independent of the management. The Independent
Directors have complied with the Code of Conduct for
Independent Directors as prescribed in Schedule IV to
the Companies Act, 2013, and Code of Conduct for BoD
and Senior Management Team as formulated by the
Company. The Independent Directors are registered
and their names are included in the databank of
Indian Institute of Corporate Affairs and they will take
the online proficiency self-assessment test within the
specified timelines of the Institute.

The Independent Directors are provided with necessary
documents / information and reports to enable them
to familiarise with the Company''s procedures and
practices. Periodic presentations are made at the Board
and Committee meetings on business and performance
updates of the Company, business strategy and risk
involved.

Board Familiarisation and Induction Programme Details
of familiarisation programmes for the Independent
Directors are available on the website of the Company
and can be accessed at https://investors.infollion.com/
policies

12. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors have duly met four (4) times
during the year. The intervening gap between two
consecutive board meetings was within the prescribed
period under the provisions of Section 173 of the Act.
The details of meetings are:

S. No.	Date of Meeting	Total no. of Directors	No. of Directors present
1	06-05-2024	5	5
2	13-08-2024	5	4
3	14-10-2024	5	5
4	06-02-2025	5	5

All the Members of the Committee were present in
all the meetings except Mr.Piyush Peshwani who was
granted Leave of absence for the Committee Meeting
held on August 13,2024.

Meeting of Independent Directors

All the Independent Directors of the Company met once
during the year under review without the presence of
any Non-Independent Directors of the Company on
February 6,2025 , to discuss and evaluate the matters
as prescribed under the Act and rules made thereunder
and other applicable regulations.

All the recommendations made by the Committees of
the Board were accepted by the Board of Directors of
the Company.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the
Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended
from time to time, your Company has undertaken CSR
activities in line with its approved CSR Policy.

The impact of some of the flagship CSR initiatives your
Company invested in FY25 is shown below

Sl. No.	CSR Project / Activity	Location (City/State)	Mode of Implementation (Direct / Through Agency)	Implementing Agency Name (if any)	Amount Spent ('')
1	Skill Development Program	Gurugram, Haryana	Direct	NA	2,60,000,00
2	The Aravali NagarVan Project	Gurugram, Haryana	Through Agency	I AM GURGAON	2,50,000.00
3	The Pandala Project	Gurugram, Haryana	Through Agency	One Step Greener	5,35,000.00
Total					''10,45,000.00

All the Directors of the Company were present in all the
meeting except Mr.Piyush Peshwani who was granted
Leave of absence for the Board Meeting held on August
13,2024.

13. DETAILS OF BOARD COMMITTEES

Your Company has various Board Committees in place.
Further the Corporate Social Responsibility Committee
has been constituted in compliance with the applicable
regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the provisions of
the Companies Act, 2013.

On account of re-designation of Mr. Munish Bansal
(DIN: 01442703) as Non-Independent Non-Executive
Director and appointment of Mr. Ravi Kumar (DIN:
00854635) as Independent Director of the Company,
the constitution of the committee was changed during
the Financial Year 2023-24.

i. Audit Committee (''AC''):

Subsequent to the re-constitution, the Committee
consisted of three (3) members i.e., Mr. Ravi Kumar
(DIN: 00854635) as the Chairperson, Mr. Piyush
Peshwani (DIN: 07192106) & Mr. Gaurav Munjal
(DIN: 02363421) as Members of the Committee.
The Committee duly met three (3) times during
the year under review i.e., on May 6,2024,August
13,2024 and October 14,2024,

ii Nomination & Remuneration Committee
(''NRC''):

The Committee consisted of four (4) members i.e.,
Mr. Ravi Kumar (DIN: 00854635) as the Chairperson,
Mr. Piyush Peshwani (DIN: 07192106), Mr. Munish
Bansal (DIN: 01442703) & Ms. Aayara Shaheer
(DIN: 08798525) as Members of the Committee.
The Committee duly met twice (2) times during the
year under review i.e., on May 6,2024 and August
13,2024.

iii. Stakeholders Relationship Committee (''SRC''):

The Committee consisted of four (4) members i.e.,
Mr. Ravi Kumar (DIN: 00854635) as the Chairperson,
Mr. Piyush Peshwani (DIN: 07192106), Mr. Munish
Bansal (DIN: 01442703) & Ms. Aayara Shaheer (DIN:
08798525) as Members of the Committee. The
Committee duly met once during the year under
review i.e., on August 13,2024.

For the financial year ended March 31,2025, the gross
amount required to be spent by the Company towards
CSR activities was ''10.25 lakhs. The Company has
spent ''10.45 lakhs during the year, thereby exceeding
its prescribed CSR obligation.

The CSR funds during the year were primarily allocated
towards the following focus areas:

a) Promoting education and employment-enhancing
vocational skills

b) Safeguarding environmental sustainability

These initiatives are in alignment with the Company''s
commitment to contribute meaningfully to the society
and environment.

The details of the CSR activities undertaken, along with the
prescribed format as per the Companies (CSR Policy) Rules,
2014, are annexed as Annexure III to this Report.

CSR Policy

The Corporate Social Responsibility Committee
had formulated and recommended to the Board, a
Corporate Social Responsibility Policy (CSR Policy)
which was subsequently adopted by it and is being
implemented by the Company.

The CSR Policy including a brief overview of the projects
or programs undertaken by the Company can be
accessed in the Governance section of the website,
the link of the same is https://investors.infollion.com/
policies

CSR Committee

Further, the Board at its Meeting held on 14th
October,2024, constituted the CSR Committee by
inducting Mr.Piyush Peshwani Independent Director as
the Chairperson and appointing Mr. Gaurav Munjal and
Ms.Aayara Shaheer as Members of the Committee.

During the year under review, your Company spent Rs.
10.45 Lakhs on CSR activities. The amount equal to 2%
of the average net profit for the past three financial
years required to be spent on CSR activities was Rs.
10.25 Lakhs The detailed Annual Report on the CSR
activities undertaken by your Company in the FY25 is
annexed herewith and marked as Annexure III.

15. MANNER OF FORMAL ANNUAL EVALUATION
BY THE BOARD OF ITS OWN PERFORMANCE, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors conducts an annual formal
evaluation of its own performance, as well as that

of its Committees and individual directors using a
comprehensive evaluation framework. This framework
includes self-assessment by directors, peer review,
committee performance review, and overall board
performance review. The evaluation covers various
aspects of the Board''s and committees'' functioning, as
well as individual contributions.

The process is conducted through questionnaires, and
the responses are compiled and analysed to identify
strengths, areas for improvement, and action plans.
The performance of the Board and its committees
is assessed based on factors such as composition,
structure, attendance, process effectiveness,
information flow, and skills. Individual directors are
evaluated based on attendance, time commitment,
adherence to the code of conduct, fulfilment of their
duties, and contributions to committee and board
meetings.

Additionally, the performance of Non-Independent
Directors, the Chairperson, and the Board as a whole
is evaluated by Independent Directors in a separate
meeting, considering feedback received from all
directors. The performance evaluation of individual
directors, conducted without the presence of the
director being evaluated, is reviewed and discussed
by the Board, taking into account the feedback from
the Nomination & Remuneration Committee and
Independent Directors.

The board evaluation for the year has provided valuable
insights into the strengths and areas for improvement.
Building on the observations from the previous year
and the actions taken, the proposed actions for the
current year aim to enhance the board''s effectiveness,
composition, and strategic oversight. These steps will
ensure that the board continues to provide strong
governance and guidance to the company.

16. AUDITORS OF THE COMPANY
Statutory Auditors:

In accordance with the applicable provisions of Section
139 & 141 of the Act ,the term of the existing Statutory
Auditors, M/s Sudesh Kumar & Co., Chartered
Accountants (Firm Registration No 019305N) ,

concludes at the conclusion of the ensuing Annual
General Meeting (AGM), in accordance with the
provisions of the Companies Act, 2013.

Accordingly, the Board of Directors, based on the
recommendation of the Audit Committee, has proposed
the appointment of M/s PRANV N Associates,
Chartered Accountants (Firm Registration No.
037916N), , as the new Statutory Auditors of the
Company for a term of five consecutive years, subject
to the approval of the members at the AGM.

A resolution seeking approval of the shareholders for
the appointment of M/s PRANV N Associates forms
part of the Notice convening the AGM.

I. Secretarial Auditors: In accordance with the
applicable provisions of Section 204 of the
Companies Act, 2013, and Rules made thereunder,
the Company appointed Mr. Abhay Kumar,
Company Secretary in Practice (CP No. 22630)
as a Secretarial Auditor of the Company to conduct
the Secretarial Audit for the Financial Year 2024-25.

II. Internal Auditors: Pursuant to Section 138 of the
Companies Act, 2013, and Rules made thereunder,
M/s. V P S & Co., Chartered Accountants,

has been appointed as Internal Auditors of the
Company during the year under review.

III. Cost Auditors: The provisions for the appointment
of Cost Auditor was not applicable for the
financial year 2024-25 and accordingly no such
appointments were made during the year.

17. EXPLANATIONS OR COMMENTS MADE BY THE
BOARD ON EVERY QUALIFICATION, RESERVATION
OR ADVERSE REMARKS OR DISCLAIMER MADE BY
THE AUDITORS

The report of the statutory auditors forming part of
the Annual Report does not contain any qualification,
reservation, or adverse remark.

The Secretarial Audit Report issued in Form MR-3
(annexed to this Report as Annexure-I) by Mr. Abhay
Kumar, Company Secretary in Practice (CP No. 22630),
in respect of the Secretarial Audit of the Company for
the financial year ended on March 31, 2025, forming
part of Board''s Report as annexure does not contain
any qualification, reservation or adverse remark.

The observations made in the Statutory Auditor''s
Report and Secretarial Auditor''s Report are selfÂ¬
explanatory and therefore do not call for any further
comments.

18. DISCLOSURE ON MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the
Central Government under Section 148(1) of the
Companies Act, 2013 is not applicable to the Company
and accordingly no such records were required to be
maintained by the Company.

19. VIGIL MECHANISM POLICY

Your Company has established a Whistle Blower
mechanism for the directors and employees to report
genuine concerns about unethical behaviour of any
employee or any actual possible violations or an event
of misconduct, fraud or act not in the Company''s
interest. The mechanism provides direct access to the
Chairperson of the Audit Committee. The functioning
of the mechanism is reviewed by the Audit Committee.

There has been no change in the Policy of the Company.
The Policy framed by your Company is in compliance
with the applicable provisions to the Company and is
available on the website of the Company. The Policy
can be accessed at https://investors.infollion.com/
policies.

During the year under review, there were no complaints
reported under this mechanism.

20. POLICY ON DIRECTORS'' APPOINTMENT,
REMUNERATION AND OTHER DETAILS

Your Company has adopted the Remuneration &
Nomination Policy which serves as a charter to appoint
qualified persons who may be appointed as Directors
on the Board of Directors, Key Managerial Personnel
& Senior Management Team and to recommend the
remuneration to be paid to them and evaluate their
performance. During the year under review, there has
been no change in the policy. The Policy on Nomination
& Remuneration is posted on the website of the
Company and can be accessed at https://investors.
infollion.com/policies.

21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

Following is the overview of our internal controls as
they pertain to the preparation and integrity of our
financial statements:

1. Ensuring Accuracy and Reliability: Our internal
controls are meticulously designed to ensure the
accuracy and reliability of our financial statements.
This involves rigorous checks and balances at every
stage of the financial reporting process, from data
entry to final review.

2. Compliance with Standards: We adhere strictly to
all relevant accounting standards and regulatory
requirements. Our internal controls are aligned
with these standards to ensure that our financial
statements are prepared in accordance with
Accounting Standards issued by ICAI and notified
under section 133 of Companies Act, 2013.

3. Segregation of Duties: A key component of our
internal controls is the segregation of duties.
By dividing responsibilities among different
individuals, we minimize the risk of errors and
fraud. This segregation ensures that no single
individual has control over all aspects of any
significant financial transaction.

4. Regular Audits and Reviews: We conduct regular
internal and external audits to assess the
effectiveness of our internal controls. These audits
provide an independent evaluation of our financial

reporting processes and help identify areas for
improvement. The findings from these audits
are used to enhance our control environment
continuously.

5. Technology and Automation: We leverage
advanced technology to automate many aspects
of our financial reporting process. This automation
reduces the risk of human error and enhances the
efficiency and accuracy of our financial statements.
Our systems are equipped with real-time
monitoring and reporting capabilities to detect and
address any discrepancies promptly.

6. Training and Development: We invest in ongoing
training and development for our finance team to
ensure they are well-versed in the latest accounting
standards and internal control practices. This
continuous education helps maintain a high level
of competence and vigilance in our financial
reporting processes.

7. Transparency and Accountability: Transparency
and accountability are the cornerstones of
our internal control framework. We maintain
comprehensive documentation of all financial
transactions and ensure that there is a clear audit
trail. This transparency facilitates external audits
and reinforces internal accountability.

In conclusion, our internal controls related to
financial statements are designed to provide
reasonable assurance that our financial reporting is
accurate, reliable, and compliant with all applicable
standards. We remain committed to maintaining
the highest standards of financial integrity and
continuously improving our control environment
to support our strategic objectives.

22. STATEMENT INDICATING THE DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY
FOR THE COMPANY INCLUDING IDENTIFICATION
THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN
THE OPINION OF THE BOARD MAY THREATEN THE
EXISTENCE OF THE COMPANY

The Company has a Risk Management Policy in place
to identify and assess the risk areas, monitor and
report compliance and effectiveness of the policy
and procedure. The Policy defines the management
approach at various levels including reporting which
helps in identifying industry risk trends, exposure and
potential impact on the business. The Audit Committee
provides oversight on financial risks and controls.

The Policy is available on the website of the Company
and can be accessed at https://investors.infollion.com/
policies.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

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

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS

No significant and material order has been passed by
the Regulators or Courts or Tribunals impacting the
going concern status and Company''s operations in
future.

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

a. Conservation of Energy:

i. the steps taken or impact on conservation
of energy: the operations of the Company are
not energy intensive. However, the Company
has always been conscious of the need for
conservation of energy and has been sensitive
in making progress towards reducing its energy
consumption.

ii. the steps taken by the Company for utilisation
of alternate sources of energy: the operations of
the Company are not energy intensive.

iii. the capital investment on energy conservation
equipment: Nil

b. Technology Absorption:

i. the efforts made towards technology
absorption: None

ii. the benefits derived like product improvement,
cost reduction, product development or import
substitution: Not applicable

iii. in case of imported technology (imported
during the last three years reckoned from the
beginning of the financial year):

a) the details of technology imported: None

b) the year of import: Not applicable

c) whether technology has been fully
absorbed: Not applicable

d) if not fully absorbed, areas where
absorption has not taken place, and the
reasons thereof; and: Not applicable

iv. the expenditure incurred on Research and
Development: Nil

c. Foreign Exchange earnings and outgo:

Earned in terms of actual inflows during the year:
368.19 Lakh

Outgo in terms of actual outflows during the year:
1359.00 Lakh

Foreign currency exposure that has not been
hedged by the Derivative Instruments: Nil

Foreign Currency Receivables: 152.00 Lakh
Foreign Currency Payable: 65.64 Lakh

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

Neither any application was made nor any proceedings
are pending under the Insolvency and Bankruptcy
Code, 2016 during the year under review.

27. DETAILS OF DIFFERENCE BETWEEN VALUATION
REPORT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOANS FROM BANKS
AND FINANCIAL INSTITUTIONS

Your Company has not taken any loan from any Banks
or Financial Institutions and therefore, there have
been no instances of any one-time settlement with any
Banks or Financial Institutions.

28. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 MADE BY THE
COMPANY

Your company has given a loan of ''85.43 Lakh to its
wholly owned subsidiary Infollion Research Services
Corp. during the Financial Year 2024-25 at an interest
rate of 6% p.a.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED TO IN SECTION
188(1) OF THE COMPANIES ACT, 2013

During the year under review, the Company has not
entered into any material related party transactions. All
the transactions entered into by the Company with the
related parties during the financial year were on arm''s
length basis and were in ordinary course of business.
All the related party transactions entered into were
approved by the Audit Committee from time to time
and are disclosed in the notes of financial statements
forming part of this Annual Report. Prior omnibus
approval of the independent directors who were
members of the audit committee had been obtained for
transactions which were foreseeable and of a repetitive
nature. Moreover, none of the transactions were
material in nature, and therefore, members'' approval
was not required to be obtained, in accordance with
the Policy of the company on the materiality of related
party transactions. Thus, provisions of Sections 134(3)

(h) and 188(1) of the Companies Act 2013 and Rule
8(2) of the Companies (Accounts) Rules 2014 are not
applicable to the Company and therefore, Form No.
AOC-2 has not been attached.

30. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY
MANAGERIAL PERSONNEL

The information required under Section 197 read
with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
as under:

a. the ratio of the remuneration of each Director to
the median remuneration of the employees of the
Company for the financial year 2024-25:

Name	Designation	Ratio
Gaurav Munjal	Managing Director	19:1
Aayara Shaheer	Non-Executive Director	NA
Munish Bansal	Non-Executive Director	NA
Piyush Peshwani	Independent Director	NA
Ravi Kumar	Independent Director	NA

Note:

â¢ Non-Executive Directors & Independent
Directors were paid only sitting fees for
attending board meetings during the year.

â¢ The above ratio calculation is based on the on-
roll employees of the Company.

b. the percentage increase in remuneration of each
Director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in
the financial year 2024-75 are as under:

Name	Designation	Percentage increase in remuneration in the financial year
Gaurav Munjal	Managing Director	31.75%
Aayara Shaheer	Non-Executive Director	NA
Munish Bansal	Non-Executive Director	NA
Piyush Peshwani	Independent Director	NA
Ravi Kumar	Independent Director	NA
Abhishek Jha	Chief Financial Officer	40.93%
Madhumita Pramanik	Company Secretary & Compliance Officer	25.19%

Note:

â¢ The percentage increase in remuneration is
provided only for those Directors who have
drawn remuneration from the Company.

â¢ The Independent Directors and Non-Executive
Directors receive sitting fees for attending the
Board Meetings, therefore, the required details
are not applicable.

d. Number of employees on the rolls of the Company
as on 31st March, 2025: 200 employees

e. It is hereby affirmed that the remuneration paid is
as per the remuneration policy of the Company.

f. The percentage increase in the median
remuneration of employees for the financial year
2024-25 is 3.70%.

g. The average increase in the salaries of employees
for the FY 2024-25 is 15.47% and in managerial
remuneration for the FY 2024-25 is 31.75%. The
increase in remuneration has been considered
on various factors i.e., overall performance of
the Company, inflation, individual performance &
contribution, industry comparatives, availability of
the required resource, etc.

h. None of the employees draw remuneration which
is in excess of the limits as prescribed under the
said Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, thus the statement pursuant to Section
197(12) of the Companies Acct, 2013 read with
Rule 5(2) and 5(3) of the Companies (Appointment
and remuneration of Managerial Personnel) Rules,
2014 is not required.

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

During the year under review, the Auditors have not
reported any instances of frauds committed in the
Company by its Officers or Employee, to the Audit
Committee or to the Board under Section 143(12) of
the Act.

32. TRANSFER OF UNCLAIMED/UNPAID AMOUNT TO
INVESTORS EDUCATION AND PROTECTION FUND
(IEPF)

The Company has not declared any dividend in any
previous financial years, accordingly there is no
unclaimed/unpaid dividend. So, there are no amounts
to be transferred to IEPF during the year.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report
forms part of this Board''s Report and is enclosed as
Annexure-II.

34. CORPORATE GOVERNANCE REPORT

The equity shares of the Company are listed on SME
Platform of NSE i.e., on EMERGE Platform, therefore
corporate governance provisions as specified in
Regulation 17 to 27 are not applicable to the Company,
accordingly no reporting is required to be made under
this section.

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

The Company considers harassment in the workplace to
be a totally unacceptable form and has zero tolerance of
its occurrence. The Company has a Policy on Prevention
of Sexual Harassment at Workplace in accordance with
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal), Act,
2013 and the Rules thereunder (the ''PoSH Act''). Further,
the Company is also in compliance with the provisions
relating to the constitution of Internal Committee
under the PoSH Act to consider and redress complaints
regarding the sexual harassment at workplace.

The Policy is available on the website of the Company
and can be accessed at https://investors.infollion.com/
policies

The following is the summary of sexual harassment
complaints received and disposed of during the year:

S. No.	Particulars	Status
1	No. of complaints received during the year	Nil
2	No. of complaints disposed of during the year	Nil
3	No. of cases pending for more than 90 days	Nil
4	No. of workshops or awareness programme against sexual harassment carried out	The Company has conducted #1 (one) training and awareness programmes for its employees.
5	Nature of action taken by the employer or district officer	Not applicable

36. Statement on Compliance with the Maternity
Benefit Act, 1961

Your Company affirms its full compliance with the
provisions of the Maternity Benefit Act, 1961, as
amended from time to time. We are committed
to providing a safe, inclusive, and supportive work
environment for all employees, including expectant
and new mothers.

During the financial year 2024-25, the Company
ensured the following in accordance with the Act:

â¢ Provision of maternity leave benefits to eligible
women employees, including paid leave of up to 26
weeks.

â¢ Compliance with provisions relating to work-from-
home options, as applicable.

â¢ Maintenance of prescribed records and registers
as required under the Act.

â¢ No instances of non-compliance or violations of the
Act were reported during the period under review.

â¢ Awareness ofmaternity benefitswas communicated
to all employees through internal communication
channels and employee handbooks.

Your Company continues to uphold and promote
gender equality and workplace inclusivity through
proactive adherence to statutory obligations and best
practices.

37. Workforce Composition and Gender Diversity

As of March 31,2025 your Company employed a total
of 200 employees. Our workforce is comprised of
individuals with diverse backgrounds, experiences,
and perspectives, which we believe are key to driving
innovation and sustainable growth.

We are committed to fostering an inclusive and
equitable workplace, with a particular focus on gender
diversity across all levels of the organization. The
gender distribution of our workforce is as follows:

â¢ No of Female employees- 129

â¢ No of Male employees -71

â¢ Transgender employees-0

We continue to implement policies and initiatives aimed
at promoting gender balance, such as flexible working
arrangements, unconscious bias training, leadership
development programs for women, and gender pay
equity reviews.

We recognize that achieving gender parity requires
continuous effort and accountability, and we are
committed to transparent reporting on our progress
each year.

38. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of

Directors, to the best of its knowledge and ability,

confirm that:

a) in the preparation of the annual accounts for
the year ended 31^st March 2025, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures, if any;

b) had selected such accounting policies and applied
them consistently and made judgements and
estimates that are reasonable and prudent to give
a true and fair view of the state of affairs of the
Company as of 31^st March 2025, and of the profit
of the Company for the year ended on that date;

c) had taken proper and sufficient care for the
maintenance of adequate records by the provisions
of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds
and irregularities;

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

e) had laid down internal financial controls to be
followed by the Company and that such internal
financial controls are adequate and were operating
effectively;

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

ACKNOWLEDGEMENTS

Your directors wish to place on record their sincere
appreciation for the valuable support received by
your Company from Banks, Govt. of Haryana, Central
Government and other stakeholders of the Company.
The Board extends thanks to the employees at all levels
for their dedication, commitment and hard work put in by
them for the Company''s achievements. Your directors also
gratefully acknowledge the shareholders for their support
and confidence reposed on your Company.

For and on behalf of the Board of Directors
Infollion Research Services Limited

Gaurav Munjal Aayara Shaheer
Managing Director Director

DIN:02363421 DIN:08798525

Mar 31, 2024

Your directors have pleasure in presenting the report on the business and operations of the Infollion Research Services Ltd. together with the Audited Statement of Accounts (Standalone) of your Company for the financial year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS (STANDALONE)

The Company''s financial performance as per Audited Financial Statements for the FY 2023-24 under review:

Particulars	Year ended 31.03.2024 (in '' Lakh)	Year ended 31.03.2023 (in '' Lakh)
Revenue from Operations	5174.83	3394.27
Other Income	156.52	34.94
Profit before Interest, Depreciation & Tax	1170.45	578.04
Less: Finance Cost	13.38	4.61
Less: Depreciation & Amortization Expense	0.43	1.10
Profit before Tax	1156.63	572.34
Less: Income Tax	288.20	143.76
Less: Deferred Tax	11.64	2.91
Profit after Tax	856.80	425.67
Less: Proposed Dividend & Tax thereon	-	-
Balance Carried to Balance Sheet	856.80	425.67

2. STATE OF COMPANY AFFAIRS

Your Company continues to operate in the B2B Human Cloud segment, catering to on-demand contingent hiring and work arrangements with senior management talent, subject matter experts, and high-ranking, seasoned professionals. The Company focuses on utilising its core strengths for expanding the operations in existing as well as new markets by strategically exploring and evaluating opportunities. One of such initiatives is our Huksa service line - techno-functional L&D programs for Corporates, the details of which are covered under section ''New Business Initiatives'' of Management Discussion and Analysis Report.

The Company''s business activities fall within a single primary business segment.

Your Company delivered an outstanding performance in the financial year 2023-24. As per the Audited

Financial Statements for the FY 2023-24: Revenue from Operations has increased by more than 52% i.e., from '' 33.94 Crores in the previous financial year to '' 51.74 Crores during the year under review. The Company has made Profit (after tax) of '' 8.56 Crores during the year under review i.e., an increase in profits by more than 101% from previous years. The detailed highlights on financia performance has been covered under ''CFO''s Comments'' in Management Discussion and Analysis Report forming part of this Report.

3. DIVIDEND

With a view to conserve resources for future business operations of the Company, your directors do not recommend any dividend for the financial year under review.

4. TRANSFER TO RESERVES

The Company has transferred '' 8.56 Crores as retained earnings to Reserves & Surplus of the Company.

5. DEPOSITS

The Company has neither invited nor accepted any Deposits from the public during the year under review.

6. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any Subsidiary, Joint Venture or Associate Company during the year under review. However, the Board of Director at its meeting dated February 08, 2024 considered and approved the proposal of incorporation/set up of a Wholly Owned Subsidiary in the state of Delaware, United States in line with the Objects of the Offer i.e., ''Expansion of current service line in US and Western Europe regions'' as stated in the Offer Documents during the IPO. Pursuant to the said approval, a corporation named "Infollion Research Services Corp" in the state of Delaware was formed and it has become a Wholly Owned Subsidiary of the Company with effect from July 16, 2024, upon acquisition of 100% shareholding by the Company in Infollion Research Services Corp. The Wholly Owned Subsidiary of the Company is yet to commence its operations.

7. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business.

8. LISTING ON STOCK EXCHANGE

Subsequent to the submission of DRHP dated February 16, 2023, to NSE, the Company received in-principle approval from the Exchange vide its letter dated April 05, 2023. On receipt of in-principle approval, the Company had filed Red Herring Prospectus (''RHP'') dated May 17, 2023, with the relevant Authorities to proceed with the IPO.

Further, in compliance with the applicable regulatory requirements, the Anchor Issue was Opened and Closed for subscription on Friday, May 26, 2023, and the IPO was Open for subscription from Monday, May 29, 2023 till Wednesday, May 31, 2023. The IPO consisting of #26,16,000 Equity Shares, was a Book Building Issue with a Price Band of ''80/- to ''82/- per Equity Share of Face Value of ''10/- each. The Offer was finalised at ''82/- per Equity Shares (including share premium of ''72/- per Equity Share) for all category of investors.The Company has made the allotment of Equity Shares on June 05, 2023.

The Company has received its listing approval and shares of the Company were listed on SME Platform of National Stock Exchange of India Limited on June 08, 2023.

The Equity Shares of the Company has the electronic connectivity under the ISININE0NNZ01013.

9. CHANGES IN SHARE CAPITAL OF THE COMPANY

During the year under review, there has been no change in the Authorised Share Capital of the Company. However, during the year, the Company has issued #22,24,000 as fresh Equity Shares and #3,92,000 Equity Shares as Offer for Sale from a Selling Shareholder through Initial Public Offerings (IPO) ranks pari-passu with the existing Equity Shares of the Company including rights in respect of dividend.

On June 05, 2023, the Company has made an allotment of #22,24,000 Equity Shares of Face Value of ''10/- per Equity Share at an issue price of ''82/- per Equity Share (including share premium of ''72/- per Equity Share). No Equity Shares have been issued to any Promoter or member of the Promoter Group through IPO.

Therefore, the Issued, Subscribed and Paid-up Equity Share Capital of the Company has increased from ''7,46,69,040/- (Rupees Seven Crore Forty-Six Lakh Sixty-Nine Thousand Forty Only) divided into 74,66,904 (Seventy-Four Lakh Sixty-Six Thousand Nine Hundred Four) Equity Shares of ''10/- (Rupees Ten Only) each to #96,90,904 Equity shares of ''10/- (Rupees Ten Only) each.

10. DISCLOSURE ON EMPLOYEE STOCK OPTION PLAN OF THE COMPANY

During the financial year under review, the Company has formulated ''Infollion Research Services - Employee Stock Option Plan 2023'' (''IRS 2023'') pursuant to the resolution passed by the shareholders of the Company in its 14^th Annual General Meeting on September 28, 2023 to represent a reward system based on performance and to attract, retain and motivate the best available talent.

The Company confirms that the IRS 2023 Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and there is no change in the IRS 2023 Scheme of the Company during the financial year under review.

The ESOP Scheme is administered by the Nomination and Remuneration Committee (''NRC'') of the Company. In terms of the ESOP Scheme, the Options granted shall vest after a minimum period of 1 year and would vest subject to maximum period of 7 (seven) years from the date of respective grant of such Options. Your Company would be allotting fresh equity shares upon exercise of Options and the source of the shares would be of primary issuance. During the year under review, the Company has granted #24,272 Options to the eligible employees as approved the NRC with a minimum vesting period of one (1) year.

Fresh grants have been made during the financial year under review to the eligible employees.

None of the Directors were granted Options under the ESOP Scheme during the financial year under review.

Further, the details required to be disclosed pursuant to Regulation 14 read with Part F of Schedule I of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and in accordance with the provisions of the Companies Act, 2013 as applicable to the Company, is available at the website of the Company and can be accessed at https://investors. infollion.com/employee-stock-option-scheme.

The certificate from Secretarial Auditors of the Company in accordance with Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, shall be placed for inspection by the members at the 15^th Annual General Meeting of the Company.

11. DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in the composition of Board of Directors and other Key Managerial Personnel: During the year under review, the Board of Directors of the Company was duly constituted. There have been changes in the composition of Board of Directors of the Company. The details of the changes are:

i. Pursuant to Section 152(6) of the Companies Act, 2013 and Rules made thereunder, Ms. Aayara Shaheer (DIN: 08798525), Non-Executive Director of the Company, liable to retire by rotation, offered herself for re-appointment, has been proposed for re-appointment as Director and the same has been approved by the members of the Company in its 14^th Annual General Meeting held on September 28, 2023.

ii. On recommendation of the Nomination and Remuneration Committee, Mr. Gaurav Munjal (DIN: 02363421), Managing Director of the Company has been designated as Chairperson of the Company with effect from November 08, 2023 vide approval of the Board in its meeting held on November 08,

2023.

iii. Mr. Ravi Kumar (DIN: 00854635) has been appointed as a Non-Executive Independent Director of the Company for a period of five (5) consecutive years with effect from February 09, 2024.

On recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held on February 08,

2024, appointed Mr. Ravi Kumar (DIN: 00854635) as an Additional Director of the Company in the capacity of Independent Director for a term of 5 years with effect from February 09, 2024, subject to the approval of the Members of the Company. The appointment of Mr. Kumar was regularised by the Members of the Company vide Postal Ballot effected on March 14, 2024.

Mr. Kumar was previously associated with the Company as a Non-Executive Director from October, 2013, till August, 2022. Due to personal and unavoidable circumstances, he resigned from the office of Directorship on August 16, 2022. The Board was of the view that his association as a NonExecutive Independent Director will be beneficial and in the interest of the Company considering that he was associated with the Company for almost 10 years and understands the business operations of the Company. He has industry relevant experience/ expertise to contribute in driving the business and good corporate governance of the Company. He is neither disqualified from being appointed as a Director in terms of Section 164 of the Act, nor debarred from holding the office of Director pursuant to any SEBI Order or any other Regulatory Authorities.

iv. Mr. Munish Bansal (DIN: 01442703), Independent Director of the Company has been re-designated as Non-Independent Non-Executive Director of the Company with effect from February 09, 2024.

Mr. Bansal was appointed as an Independent Director of the Company for a period of five (5) consecutive years with effect from October 20, 2022. The Company intended to avail services from one of the related parties of Mr. Bansal. The availment of such services from the related party of Mr. Bansal might have affected the criteria of Independence of Mr. Bansal as an Independent Director. Therefore, on recommendation of

Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held on February 08, 2024 re-designated Mr. Bansal as Non-Executive Non-Independent Director from the Independent Director of the Company subject to the approval of the Members of the Company. The appointment of Mr. Bansal was regularised by the Members of the Company vide Postal ballot effected on March 14, 2024.

Further there has been no change in the Key Managerial Personnels (KMPs) of the Company during the year.

Retirement by Rotation: In terms of Section 152 of the Companies Act, 2013, Mr. Munish Bansal (DIN: 01442703) would retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The brief profile of Mr. Bansal (DIN: 01442703) is provided in the notes of the Notice of 15^th AGM.

12. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS OF THE COMPANY UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

All the Independent Directors have given a declaration of independence as per the criteria under Section 149(6) of the Companies Act, 2013 (''the Act'') and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 (''SEBI LODR Regulations''). Based on the necessary declaration(s) received from both the Independent Directors, the Board recorded that the Independent Directors are independent of the management and have fulfilled the conditions as specified in the Act and SEBI LODR Regulations.

In the opinion of the Board, both the Independent Directors possess integrity, expertise, experience and proficiency required to be Independent Director of the Company, fulfil the criteria of independence and are independent of the management. The Independent Directors have complied with the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013, and Code of Conduct for BoD and Senior Management Team as formulated by the Company. The Independent Directors are registered and their names are included in the databank of Indian Institute of Corporate Affairs and they will take the online proficiency self-assessment test within the specified timelines of the Institute.

The Independent Directors are provided with necessary documents / information and reports to enable them to familiarise with the Company''s procedures and practices. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, business strategy and risk involved.

13. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors have duly met Nine (#9) times during the year. The intervening gap between two consecutive board meetings was within the prescribed period under the provisions of Section 173 of the Act. The details of meetings are:

S. No.	Date of Meeting	Total no. of Directors	No. of Directors present
1	10-05-2023	4	4
2	17-05-2023	4	3
3	26-05-2023	4	3
4	05-06-2023	4	3
5	06-06-2023	4	3
6	13-06-2023	4	3
7	31-08-2023	4	4
8	08-11-2023	4	4
9	08-02-2024	4	4

14. DETAILS OF BOARD COMMITTEES

Your Company has various Board Committees in place. Pursuant to the listing of shares of Company at the SME Platform of NSE, the Company has amended the terms of reference of Audit Committee, Nomination & Remuneration Committee and Stakeholder''s Relationship Committee in compliance with the applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013.

On account of re-designation of Mr. Munish Bansal (DIN: 01442703) as Non-Independent Non-Executive Director and appointment of Mr. Ravi Kumar (DIN: 00854635) as Independent Director of the Company, the constitution of the committee has changed during the year. Details of the Committee are:

i. Audit Committee (''AC''): Pursuant to the appointment of Mr. Ravi Kumar (DIN: 00854635), as Independent Director and re-designation of Mr. Munish Bansal (DIN: 01442703) from Independent Director to Non-Executive Director of the Company, the audit committee has been reconstituted and Mr. Ravi Kumar (DIN: 00854635) has been designated as Chairperson of Audit Committee with effect from February 09, 2024.

Subsequent to the re-constitution, the Committee consisted of three (3) members i.e., Mr. Ravi Kumar (DIN: 00854635) as the Chairperson, Mr. Piyush Peshwani (DIN: 07192106) & Mr. Gaurav Munjal (DIN: 02363421) as Members of the Committee. The Committee duly met three (3) times during the year under review i.e., on May 10, 2023, August 31, 2023 & November 08, 2023, respectively.

ii. Nomination & Remuneration Committee (''NRC''):

Pursuant to the appointment of Mr. Ravi Kumar (DIN: 00854635), as Independent Director and redesignation of Mr. Munish Bansal (DIN: 01442703) from Independent Director to Non-Executive Director of the Company, the NRC has been reconstituted and Mr. Ravi Kumar (DIN: 00854635) has been designated as Chairperson of the NRC with effect from February 09, 2024.

Subsequent to the re-constitution, the Committee consisted of four (4) members i.e., Mr. Ravi Kumar (DIN: 00854635) as the Chairperson, Mr. Piyush Peshwani (DIN: 07192106), Mr. Munish Bansal (DIN: 01442703) & Ms. Aayara Shaheer (DIN: 08798525) as Members of the Committee. The Committee duly met four (4) times during the year under review i.e., on May 10, 2023, June 13, 2023, August 31, 2023 & November 08, 2023, respectively.

iii. Stakeholders Relationship Committee (''SRC''):

Subsequent to the re-constitution, the Committee consisted of four (4) members i.e., Mr. Ravi Kumar (DIN: 00854635) as the Chairperson, Mr. Piyush Peshwani (DIN: 07192106), Mr. Munish Bansal (DIN: 01442703) & Ms. Aayara Shaheer (DIN: 08798525) as Members of the Committee. The Committee duly met once during the year under review i.e., on June 13, 2023.

Meeting of Independent Directors

All the Independent Directors of the Company met once during the year under review without the presence of any Non-Independent Directors of the Company on March 27, 2024, to discuss and evaluate the matters as prescribed under the Act and rules made thereunder and other applicable regulations.

All the recommendations made by the Committees of the Board were accepted by the Board of Directors of the Company.

15. WEB LINK OF THE ANNUAL RETURN

The MCA vide its Notifications dated March 05, 2021, has amended the Companies (Management and Administration), Rules, 2014, pursuant to which the Company is not required to attach the extract of the annual return with the Board''s Report in Form MGT-9.

The Company shall upload a copy of the Annual Return for the Financial Year 2023-24 on its website subsequent to the approval of members in the upcoming Annual General Meeting, once the same is filed with Registrar of Companies.

The Annual Returns can be accessed through web-link: https://investors.infollion.com/annual-returns-under-section-92.

16. CORPORATE SOCIAL RESPONSIBILITY

The Company does not cross the threshold limit provided under Section 135 of the Act read with Rules made thereunder relating to Corporate Social Responsibility, therefore, no such policy has been developed or implemented by the Company.

17. MANNER OF FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors conducts an annual formal evaluation of its own performance, as well as that of its Committees and individual directors using a comprehensive evaluation framework. This framework includes self-assessment by directors, peer review, committee performance review, and overall board performance review. The evaluation covers various aspects of the Board''s and committees'' functioning, as well as individual contributions.

The process is conducted through questionnaires, and the responses are compiled and analysed to identify strengths, areas for improvement, and action plans. The performance of the Board and its committees is assessed based on factors such as composition, structure, attendance, process effectiveness, information flow, and skills. Individual directors are evaluated based on attendance, time commitment, adherence to the code of conduct, fulfilment of their duties, and contributions to committee and board meetings.

Additionally, the performance of Non-Independent Directors, the Chairperson, and the Board as a whole is evaluated by Independent Directors in a separate meeting, considering feedback received from all directors. The performance evaluation of individual directors, conducted without the presence of the director being evaluated, is reviewed and discussed by the Board, taking into account the feedback from the Nomination & Remuneration Committee and Independent Directors.

composition, and strategic oversight. These steps will ensure that the board continues to provide strong governance and guidance to the company.

18. AUDITORS OF THE COMPANY

I. Statutory Auditors: In accordance with the applicable provisions of Section 139 & 141 of the Act and Rules made thereunder, the Company appointed M/s. Sudesh Kumar & Co., Chartered Accountants (Firm Registration No. 019305N) as the Statutory Auditors of the Company at its 11^thAnnual General Meeting for a term of 5 (five) consecutive years. The Company has received a confirmation and certificate from the Auditors that they are eligible to continue as the Statutory Auditors of the Company.

Following amendments to Section 139 of the Act, the requirement to place the matter relating to such appointment for ratification by Members at every Annual General Meeting has been done away with.

II. Secretarial Auditors: In accordance with the applicable provisions of Section 204 of the Companies Act, 2013, and Rules made thereunder, the Company appointed Mr. Abhay Kumar, Company Secretary in Practice (CP No. 22630) as a Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2023-24.

III. Internal Auditors: Pursuant to Section 138 of the Companies Act, 2013, and Rules made thereunder, M/s. V P S & Co., Chartered Accountants, has been appointed as Internal Auditors of the Company during the year under review.

IV. Cost Auditors: The provisions for the appointment of Cost Auditor was not applicable for the financial year 2023-24 and accordingly no such appointments were made during the year.

19. EXPLANATIONS OR COMMENTS MADE BY THE BOARD ON EVERY QAULIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITORS

The report of the statutory auditors forming part of the Annual Report does not contain any qualification, reservation, or adverse remark.

The Secretarial Audit Report issued in Form MR-3 (annexed to this Report as Annexure I) by Mr. Abhay Kumar, Company Secretary in Practice (CP No. 22630), in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2024, forming part of Board''s Report as annexure does not contain any qualification, reservation or adverse remark.

The observations made in the Statutory Auditor''s Report and Secretarial Auditor''s Report are selfexplanatory and therefore do not call for any further comments.

20. DISCLOSURE ON MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company and accordingly no such records were required to be maintained by the Company.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards I & II. For more details, shareholders are advised to refer to the Secretarial Audit Report annexed to this report as Annexure I.

22. VIGIL MECHANISM POLICY

The Company has established a Whistle Blower mechanism for the directors and employees to report genuine concerns about unethical behaviour of any employee or any actual possible violations or an event of misconduct, fraud or act not in the Company''s interest. The mechanism provides direct access to the Chairperson of the Audit Committee. The functioning of the mechanism is reviewed by the Audit Committee.

There has been no change in the Policy of the Company. The Policy framed by your Company is in compliance with the applicable provisions to the Company and is available on the website of the Company. The Policy can be accessed at https://investors.infollion.com/ policies.

During the year under review, there were no complaints reported under this mechanism.

23. POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION AND OTHER DETAILS

The Company has adopted the Remuneration & Nomination Policy which serves as a charter to appoint qualified persons who may be appointed as Directors on the Board of Directors, Key Managerial Personnels & Senior Management Team and to recommend the remuneration to be paid to them and evaluate their performance. During the year under review, there has been no change in the policy. The Policy on Nomination & Remuneration is posted on the website of the Company and can be accessed at https://investors. infollion.com/policies.

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Following is the overview of our internal controls as they pertain to the preparation and integrity of our financial statements:

1. Ensuring Accuracy and Reliability: Our internal controls are meticulously designed to ensure the accuracy and reliability of our financial statements. This involves rigorous checks and balances at every stage of the financial reporting process, from data entry to final review.

2. Compliance with Standards: We adhere strictly to all relevant accounting standards and regulatory requirements. Our internal controls are aligned with these standards to ensure that our financial statements are prepared in accordance with Accounting Standards issued by ICAI and notified under section 133 of Companies Act, 2013.

3. Segregation of Duties: A key component of our internal controls is the segregation of duties. By dividing responsibilities among different individuals, we minimize the risk of errors and fraud. This segregation ensures that no single individual has control over all aspects of any significant financial transaction.

4. Regular Audits and Reviews: We conduct regular internal and external audits to assess the effectiveness of our internal controls. These audits provide an independent evaluation of our financial reporting processes and help identify areas for improvement. The findings from these audits are used to enhance our control environment continuously.

5. Technology and Automation: We leverage advanced technology to automate many aspects of our financial reporting process. This automation reduces the risk of human error and enhances the efficiency and accuracy of our financial statements. Our systems are equipped with real-time monitoring and reporting capabilities to detect and address any discrepancies promptly.

6. Training and Development: We invest in ongoing training and development for our finance team to ensure they are well-versed in the latest accounting standards and internal control practices. This continuous education helps maintain a high level of competence and vigilance in our financial reporting processes.

7. Transparency and Accountability: Transparency and accountability are the cornerstones of our internal control framework. We maintain comprehensive documentation of all financial transactions and ensure that there is a clear audit trail. This transparency facilitates external audits and reinforces internal accountability.

In conclusion, our internal controls related to financial statements are designed to provide

reasonable assurance that our financial reporting is accurate, reliable, and compliant with all applicable standards. We remain committed to maintaining the highest standards of financial integrity and continuously improving our control environment to support our strategic objectives.

25. STATEMENT INDICATING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

The Company has a Risk Management Policy in place to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Policy defines the management approach at various levels including reporting which helps in identifying industry risk trends, exposure and potential impact on the business. The Audit Committee provides oversight on financial risks and controls.

The Policy is available on the website of the Company and can be accessed at https://investors.infollion.com/ policies.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

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

a. Conservation of Energy:

i. the steps taken or impact on conservation of energy: the operations of the Company are not energy intensive. However, the Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards reducing its energy consumption.

ii. the steps taken by the Company for utilisation of alternate sources of energy: the operations of the Company are not energy intensive.

iii. the capital investment on energy conservation equipment: Nil

b. Technology Absorption:

i. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a) the details of technology imported: None

b) the year of import: Not applicable

c) whether technology has been fully absorbed: Not applicable

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and: Not applicable

iv. the expenditure incurred on Research and Development: Nil

c. Foreign Exchange earnings and outgo:

Earned in terms of actual inflows during the year: '' 212.80 Lakh

Outgo in terms of actual outflows during the year: '' 653.77 Lakh

Foreign currency exposure that has not been hedged by the Derivative Instruments: Nil

Foreign Currency Receivables: '' 31.63 Lakh

Foreign Currency Payable: '' 26.04 Lakh

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

Neither any application was made nor any proceedings is pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

30. DETAILS OF DIFFERENCE BETWEEN VALUATION REPORT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

Your Company has not taken any loan from any Banks or Financial Institutions and therefore, there have been no instances of any one-time settlement with any Banks or Financial Institutions.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 MADE BY THE COMPANY

The Company has not given any loans or guarantees or made any Investments during the year under review under Section 186 of the Act.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

During the year under review, the Company has not entered into any material related party transactions. All the transactions entered into by the Company with the related parties during the financial year were on arm''s length basis and were in ordinary course of business. All the related party transactions entered into were approved by the Audit Committee from time to time and are disclosed in the notes of financial statements forming part of this Annual Report. Prior omnibus approval of the independent directors who were members of the audit committee had been obtained for transactions which were foreseeable and of a repetitive nature. Moreover, none of the transactions were material in nature, and therefore, members'' approval was not required to be obtained, in accordance with the Policy of the company on the materiality of related party transactions. Thus, provisions of Sections 134(3) (h) and 188(1) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014 are not applicable to the Company and therefore, Form No. AOC-2 has not been attached.

33. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as under:

a. the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24:

Name	Designation	Ratio
Gaurav Munjal	Managing Director	15:1
Aayara Shaheer	Non-Executive Director	NA
Munish Bansal	Non-Executive Director	NA
Piyush Peshwani	Independent Director	NA
Ravi Kumar	Independent Director	NA

Note:

> Non-Executive Directors & Independent Directors were paid only sitting fees for attending board meetings during the year.

> The above ratio calculation is based on the on-roll employees of the Company.

b. the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2023-24 are as under:

Name	Designation	Percentage increase in remuneration in the financial year
Gaurav Munjal	Managing Director	50%
Aayara Shaheer	Non-Executive Director	NA
Munish Bansal	Non-Executive Director	NA
Piyush Peshwani	Independent Director	NA
Ravi Kumar	Independent Director	NA
Abhishek Jha	Chief Financial Officer	43%
Madhumita Pramanik	Company Secretary & Compliance Officer	32%

Note:

> The percentage increase in remuneration is provided only for those Directors who have drawn remuneration from the Company.

> The Independent Directors and Non-Executive Directors receives sitting fees for attending the Board Meetings, therefore, the required details are not applicable.

c. Number of employees on the rolls of the Company as on 31st March, 2024: #149 employees

d. It is hereby affirmed that the remuneration paid is as per the remuneration policy of the Company.

e. The percentage increase in the median remuneration of employees for the financial year 2023-24 is 26.8%.

f. Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration:

The average increase in the salaries of employees for the FY 2023-24 is 24% and in managerial remuneration for the FY 2023-24 is 50%. The increase in remuneration has been considered on various factors i.e., overall performance of the Company, inflation, individual performance & contribution, industry comparatives, availability of the required resource, etc.

g. None of the employees draw remuneration which is in excess of the limits as prescribed under the said Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, thus the statement pursuant to Section 197(12) of the Companies Acct, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 is not required.

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

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employee, to the Audit Committee or to the Board under Section 143(12) of the Act.

35. TRANSFER OF UNCLAIMED/UNPAID AMOUNT TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

The Company has not declared any dividend in any previous financial years, accordingly there is no unclaimed/unpaid dividend. So, there are no amounts to be transferred to IEPF during the year.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms part of this Board''s Report and is enclosed as Annexure - II.

37. CORPORATE GOVERNANCE REPORT

The equity shares of the Company are listed on SME Platform of NSE i.e., on EMERGE Platform, therefore corporate governance provisions as specified in Regulation 17 to 27 are not applicable to the Company, accordingly no reporting is required to be made under this section.

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

requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013 and the Rules thereunder (the ''PoSH Act''). Further, the Company is also in compliance with the provisions relating to the constitution of Internal Committee under the PoSH Act to consider and redress complaints regarding the sexual harassment at workplace.

The Policy is available on the website of the Company and can be accessed at https://investors.infollion.com/ policies

The following is the summary of sexual harassment complaints received and disposed of during the year:

S. No.	Particulars	Status
1	No. of complaints received during the year	Nil
2	No. of complaints disposed of during the year	Nil
3	No. of cases pending for more than 90 days	Nil
4	No. of workshops or awareness programme against sexual harassment carried out	The Company has conducted #1 (one) training and awareness programmes for its employees.
5	Nature of action taken by the employer or district officer	Not applicable

39. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of

Directors, to the best of its knowledge and ability,

confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as of 31^st March 2023, and of the profit of the Company for the year ended on that date;

c) had taken proper and sufficient care for the maintenance of adequate records by the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and irregularities;

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

e) had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

ACKNOWLEDGEMENTS

The Board extend thanks to the employees at all levels for their dedication, commitment and hard work put in by them for the Company''s achievements. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors Infollion Research Services Limited

Gaurav Munjal Aayara Shaheer

Managing Director Director

DIN:02363421 DIN:08798525

Date: August 13, 2024 Place: Gurugram

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