Directors Report of Integrated Personnel Services Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 22^nd Annual Report, together with the Audited Financial
Statements of the Company for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The following is the highlight of the standalone financial performance of the Company during the
financial year under review:

(? in Lakhs)

Standalone Consolidated

Particulars	Year ended 31^st March, 2025	Year ended 31^st March, 2024	Year ended 31^st March, 2025	Year ended 31^st March, 2024
Revenue from Operations	26,280.24	20,572.60	31,623.07	24,559.23
Other Income	101.93	53.84	58.76	60.82
Total Income	26,382.18	20,626.44	31,681.83	24,620.05
Finance Cost	312.15	312.54	433.98	435.11
Depreciation	122.50	77.38	160.58	98.57
Other Operating Expenses	25,451.67	19,834.47	30,412.49	23,537.43
Total Expenses	25,886.32	20,224.40	31,007.05	24,071.11
Profit Before Tax	495.85	402.04	674.77	548.93
Current Tax	25.00	22.00	29.15	22.00
Deferred Tax	-17.86	-11.54	-18.16	-11.07
Tax of Earlier Year	-2.89	0.00	-2.89	0.00
Profit/(Loss) after Tax	491.60	391.58	666.67	538.00
Earnings per Share	6.33	5.43	8.59	7.46
Diluted earnings per share	6.33	4.83	8.59	6.63

2. STATE OF COMPANYâS AFFAIRS:

Standalone:

During the period under review, the Company has achieved a total income of Rs. 26,382.18 Lakhs in
the financial year 2024-2025 as against Rs. 20,626.44 Lakhs in the financial year 2023-2024. The
Company has earned a Profit after tax of Rs. 491.60 Lakhs in the financial year 2024-2025 as
compared to Rs. 391.58 Lakhs in the financial year 2023-2024.

Consolidated:

During the period under review, the Company has achieved a total income of Rs. 31,681.83 Lakhs in
the financial year 2024-2025 as against Rs. 24,620.04 Lakhs in the financial year 2023-2024. The

Company has earned a Profit after tax of Rs. 666.67 Lakhs in the financial year 2024-2025 as
compared to Rs. 538.00 Lakhs in the financial year 2023-2024.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES
ACT, 2013:

The Company has not transferred any amount to General Reserve during the financial year.

4. DIVIDEND:

Considering the Companyâs performance for FY 2024-25 and to appropriately reward the members,
the Directors have recommended a Final Dividend of 10 Paise (1%) per Equity Share for the financial
year ended 31st March, 2025 which is subject to approval of the shareholders of the Company in the
ensuing 22^nd Annual General Meeting.

5. MATERIAL CHANGES OCCURRED DURING THE FINANCIAL YEAR 2024-2025:

a. APPROVAL FOR SUBSCRIPTION OF MEMORANDUM OF ASSOCIATION &
ARTICLES OF ASSOCIATION:

The Board of Directors of the Company at their meeting held on 18^th July, 2023 has approved the
incorporation of IPSAI Novation Tech Private Limited and further resolved to invest in and
subscribe to 60% of its share capital, thereby establishing it as a subsidiary of the Company. This
decision is in line with the Companyâs strategic objectives to expand its business operations and
enhance its presence in key markets.

During the year under review, the Board of Directors at their meeting held on 25^th October, 2024 has
approved the introduction of an Employee Stock Option Plan (ESOP) to attract, retain, and motivate
employees, and to align their interests with the long-term goals of the Company. In this regard, the
Board passed a resolution approving the ESOP, comprising the grant of stock options not exceeding
2,50,000 (Two Lakh Fifty Thousand) equity shares of Rs 10/- (Rupees Ten Only) each of the
Company, subject to the approval of shareholders and in accordance with applicable laws and
regulatory guidelines. The ESOP has been structured to ensure transparency, fairness, and
compliance, and is aimed at fostering a sense of ownership among employees and encouraging
sustained performance.

b. CHANGE IN BOARD OF DIRECTORS AND KEY MANGAGERIAL PERSONNEL
(KMP):

The Company noted the resignation of Director as under:

Sr.

Name

Appointment/

Designation

Type of Meeting

Date of

No.

Directors

KMP

and

Resignation/

Regularization/

in which
Appointment/
Resignation/
Regularization/

Appointment/

Resignation/

Regularization

Change in
Designation

Change in
Designation was
done

Mr. Hariom Sarda

Resignation

Independent

Director

Board Meeting

23/10/2024

c. APPROVAL OF SECTION 180(1)(A). 180(11(0. 186 OF THE COMPANIES ACT, 2013:

The Board of Directors at their meeting held on 03rd September, 2024, and Annual General Meeting
held on 30th September, 2024 has obtained approval for increasing borrowing powers and inter -
corporate loans & investments up to Rs. 200 Crore under Section 186, Section 180(1)(a) and 180(1)(c)
of the Companies Act, 2013 and the rules made thereunder.

d. APPROVAL OF SECTION 185 OF THE COMPANIES ACT. 2013:

The Board of Directors at their meeting held on 03rd September, 2024, and Annual General Meeting
held on 30th September, 2024, has obtained approval for providing loans and guarantees up to Rs. 200
Crore under Section 185 of the Companies Act, 2013 and the rules made thereunder.

6. MATERIAL CHANGES OCCURRED AFTER FINANCIAL YEAR 2024-25 TILL THE
ISSUANCE OF ANNUAL REPORT:

a. The Company approved the financial statements and auditors report for the Financial Year

2024- 2025 at the Board meeting held on 16^th May, 2025.

b. The Company has re-appointed Leela fintech, as Internal Auditor of the company for the
Financial Year 2025-2026 at the board meeting held on 3^rd September, 2025.

c. The company has re-appointed M/s ATSJ and Associates, Chartered Accountant as Statutory
Auditor of the company in board meeting held on 3^rd September, 2025 for Three consecutive
financial years commencing from 2025-2026 till 2027-28, subject to approval of shareholder
in ensuing annual general meeting.

d. The Company has appointed M.K. Saraswat & Associates, Company Secretaries as
Secretarial Auditor of the company for five consecutive financial years commencing from

2025- 2026 till 2029-30, subject to approval of members in ensuing annual general meeting.

7. SHARE CAPITAL:

> AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31st March, 2025 stood at Rs. 10,00,00,000/-
(Rupees Ten Crore Only), divided into 1,00,00,000 (One Crore) equity shares of Rs. 10/- each. There
was no change in the Authorised Share Capital during the financial year 2024-25.

> PAID UP SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31st March, 2025 stood at Rs. 8,60,65,100/-
(Rupees Eight Crore Sixty Lakh Sixty-Five Thousand One Hundred Only), divided into 86,06,510
(Eighty-Six Lakh Six Thousand Five Hundred Ten) equity shares of Rs. 10/- each.

During the year, the Paid-up Share Capital increased due to the conversion of share warrants into equity
shares, pursuant to resolutions passed by the Board of Directors through circulation. A total of 11,33,200
equity shares were allotted on 16th October, 2024, and 2,66,800 equity shares were allotted on 11th
February, 2025, upon receipt of balance consideration in accordance with the terms of the issue and
applicable regulatory provisions.

8. TRANSFER OF SHARES:

No share transfers held during the period starting from 1^st April, 2024 to 31^st March, 2025.

9. TRANSMISSION OF SHARES:

There was no transmission of shares during the period starting from 1^st April, 2024 to 31^st March, 2025.

10. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

As on 31st March, 2025, the Company has the following Subsidiaries and Associate Companies:
Subsidiaries:

1. IPS Vantage Tech Services Private Limited (Wholly-Owned Subsidiary)

2. Integrated Personal Services Limited (Wholly-Owned Subsidiary)

3. IPSAI Novation Tech Private Limited

4. IPS Tech Inc
Associate Companies:

1. Integrated Personal Services Contracting LLC.

The Company does not have any joint venture as on 31st March, 2025.

A statement containing the salient feature of the financial statement of the Companyâs Wholly-owned
Subsidiary, Subsidiary and the Associate company, pursuant to the first proviso to sub-section (3) of
Section 129 has been given in Form AOC-1 and is enclosed as âAnnexure - Bâ.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is placed on
the Companyâs website at the link

https://www.integratedpersonnelservices.com/wpcontent/uploads/2023/08/IPSL Material Subsidiary
Policy.pdf

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on March 31, 2025, the Board of Directors and KMP of the Company comprises of 5 (Five)
Directors, of which 2 (Two) are Non-Executive Independent Directors & 2 (Two) are Executive
Directors and 1 (One) is Non-Executive Non-Independent Director and 1 (One) Company Secretary
and 1 (One) Chief Financial Officer. The constitution of the Board of the Company is in accordance
with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The details are as follows:

Sr. No.	Name of Directors	Designation
1.	Mr. Tarang Raghuvir Goyal	Managing Director and Chairman
2.	Mrs. Sandeep Kaur Goyal	Whole Time Director
3.	Mr. Raghuvir Prasad Goyal	Non-Executive and NonÂ¬ Independent Director
4.	Mr. Ashok Nagori	Non-Executive and Independent Director
5.	Mr. Girish Kumar Joshi	Non-Executive and Independent Director
6.	Mr. Haridasan Krishnan Unni Nair	Chief Financial Officer
7.	Ms. Kavita Yadav	Company Secretary and Compliance Officer

On the basis of the written representations received from the Directors, none of the above directors are
disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or
any other Statutory authority for holding office of a Director.

There are changes in Directors and Key Managerial Personnel for the period under review.

Changes in Directors and Key Managerial Personnel:

Mr. Hariom Sarda has been resigned as a director (in the category of Independent Director) with
effect from 23^rd October, 2024.

There are no other changes in Directors and Key Managerial Personnel.

Re - Appointment of Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the
Articles of Association of the Company, Mr. Raghuvir Prasad Goyal (DIN: 00125027), are liable to
retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself
for reappointment.

12. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, advances and/or guarantee provided by the Company and investments as per section
186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts of the
Company are provided in Notes to the financial statements.

14. COMPOSITION OF BOARD COMMITTEES:

The Composition of various committees is in accordance with applicable provisions of the Companies
Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.

A) AUDIT COMMITTEE:

During the financial year, the Audit Committee was reconstituted by the Board of Directors at its
meeting held on 25^th October, 2024. The reconstituted Audit Committee comprises the following
members:

1. Mr. Ashok Nagori - Chairperson, Non-Executive Independent Director

2. Mr. Girish Joshi - Member, Non-Executive Independent Director

3. Mr. Raghuvir Prasad Goyal - Member, Non-Executive Director

All members of the Audit Committee possess sound knowledge of finance, accounting, and audit
practices.

The Committee functions in accordance with the terms of reference specified by the Board and is
responsible for oversight of the Companyâs financial reporting, internal controls, and audit
processes.

The Committee met Seven (7) times during the financial year on 29^th May, 2024, 18^th July, 2024,
03^rd September, 2024, 14^th November, 2024, 13^th December, 2024, 08^th January, 2025 and 13^thFebruary, 2025 and the gap between two meetings did not exceed one hundred twenty days. The
necessary quorum was present for all the meetings.

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

Name of the Members	Category	Audit Committee Meetings Dates (2024-2025)							No. Meetings Entitled to Attend	No. of Meeting s Attende d
Name of the Members	Category	29^th May, 2024	18^th July, 2024	03^rd Sept,2 024	14^th Nov, 2024	₁₃th Dec, 2024	₀₈th Jan 2025	₁₃th Feb, 2025	No. Meetings Entitled to Attend	No. of Meeting s Attende d
Mr. Ashok Nagori	Chairperson (Independent Director)	Yes	Yes	Yes	Yes	Yes	Yes	Yes	7	7
Mr. Hariom Sarda	Member (Independent Director)	Yes	Yes	Yes					3	3
Mr. Girish Kumar Joshi	Member (Independent Director)				Yes	Yes	Yes	Yes	4	4
Mr. Raghuvir Prasad Goyal	Member (NonÂ¬ Executive Director)	Yes	Yes	Yes	Yes	Yes	Yes	Yes	7	7

B) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in accordance with
Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and
Section 178 of the Companies Act, 2013.

During the financial year, the Nomination and Remuneration Committee was reconstituted by the Board
of Directors at its meeting held on 25^th October, 2024. The reconstituted Nomination and Remuneration
Committee comprises the following members:

1. Mr. Ashok Nagori - Chairperson, Non-Executive Independent Director

2. Mr. Girish Kumar Joshi - Member, Non-Executive Independent Director

3. Mr. Raghuvir Prasad Goyal - Member, Non-Executive Director

The role and responsibilities of the Committee are defined as per the applicable provisions and include
formulation of criteria for appointment, evaluation, and remuneration of Directors, Key Managerial
Personnel, and Senior Management. The Committee acts in accordance with the terms of reference
specified and amended by the Board from time to time.

The Committee met Three (3) times during the year on 03^rd September, 2024, 22^nd October, 2024 and
25^th March, 2025. The necessary quorum was present at the meeting.

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

Name of the Members	Category	NRC Meetings Date (2024-2025)			No. of Meetings Entitled to Attend	No. of Meetings Attended
Name of the Members	Category	03^rd Sept, 2024	22^nd Oct, 2024	25^th Mar, 2025	No. of Meetings Entitled to Attend	No. of Meetings Attended
Mr. Ashok Nagori	Chairperson (Independent Director)	Yes	Yes	Yes	3	3
Mr. Hariom Sarda	Member (Independent Director)	Yes	Yes		2	2
Mr. Girish Kumar Joshi	Member (Independent Director)	Yes	Yes	Yes	3	3
Mr. Raghuvir Prasad Goyal	Member (NonÂ¬ Executive Director)			Yes	1	1

Nomination and Remuneration Policy is hosted on the website of the Company i.e.

www.integratedpersonnelservices.com.

The performance of Independent Directors was evaluated on the following criteria:

â¢ Exercise of independent judgment in the best interest of Company;

â¢ Ability to contribute to and monitor corporate governance practice;

â¢ Adherence to the code of conduct for independent directors.

The entire Board of Directors carried out the performance evaluation of the Independent Directors on
various parameters like engagement, analysis, decision making, communication and interest of
stakeholders. In the evaluation process the Directors, who were subjected to evaluation did not
participate.

C) STAKEHOLDER RELATIONSHIP COMMITTEE:

During the financial year, the Stakeholders Relationship Committee was reconstituted by the Board of
Directors at its meeting held on 25 ^th October, 2024. The reconstituted Stakeholders Relationship
Committee comprises the following members:

1. Mr. Ashok Nagori - Chairperson, Non-Executive Independent Director

2. Mr. Girish Kumar Joshi - Member, Non-Executive Independent Director

3. Mr. Raghuvir Prasad Goyal - Member, Non-Executive Director

The Stakeholders Relationship Committee is primarily responsible for ensuring the effective and timely
redressal of grievances of shareholders, debenture holders, and other security holders. This includes
handling complaints related to the transfer and transmission of shares, non-receipt of annual reports,
non-receipt of declared dividends, and other related matters.

The Committee also oversees the initiatives undertaken by the Company to enhance investor
satisfaction and continuously monitors measures for improving the quality of services provided to
security holders.

The Company has designated the e-mail ID: [email protected] and [email protected]
exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is
displayed on the Companyâs website i.e. www.integratedpersonnelservices.com

The following table shows the nature of complaints received from the shareholders during the years
2024-2025.

	Nature of Complaints	Received	Pending	Disposed
1.	Non receipt of Annual Report	-	-	-
2.	Non-Receipt of Share Certificates after transfer	-	-	-
3.	Non-Receipt of Demat Rejected S/Câs	-	-	-
4.	Others	-	-	-
	Total	-	-	-

There were no complaints pending as on 31^st March, 2025.

The Stakeholder Relationship Committee acts in accordance with the terms of reference specified from
time to time by the Board.

The Committee met Once (1) during the year on 13 ^th February, 2025. The necessary quorum was present
at the meeting.

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

Name of the Members	Category	Stakeholder Relationship Committee Meetings Dates (2024-2025)	No. of Meetings entitled to Attend	No. of Meetings Attended
		03^th February, 2024
Mr. Ashok Nagori	Chairperson (Independent Director)	Yes	1	1
Mr. Hariom Sarda	Member (Independent Director)
Mr. Girish Kumar Joshi	Member (Independent Director)	Yes	1	1
Mr. Raghuvir Prasad Goyal	Member (Non-Executive Director)	Yes	1	1

D) INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent
Directors of the Company shall hold at least one meeting in a year without the presence of NonÂ¬
Independent Directors and members of the management. All the independent Directors shall strive to
be present at such meeting.

The independent Directors in their meeting shall, inter alia-

(a) review the performance of non-independent Directors and the board of Directors as a whole;

(b) review the performance of the chairperson of the listed entity, taking into account the views of
executive Directors and non-executive Directors;

(c) assess the quality, quantity and timeliness of flow of information between the management of the
listed entity and the board of Directors that is necessary for the board of Directors to effectively
and reasonably perform their duties.

Independent Directors met once during the year on 13^th February, 2025 and was attended by all
Independent Directors.

None of the Non-Executive Independent Directors nor their relatives hold Equity Shares of the
Company.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received a Declaration that the Independent Director meets the criteria of
Independence laid down in sub-section (6) of section 149 of the Companies Act 2013.

16. MEETING OF THE BOARD OF DIRECTORS AND SHAREHOLDERS:

The following Meetings of the Board of Directors were held during the financial year 2024-2025:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	29/05/2024	6	6
2	18/07/2024	6	6
3	03/09/2024	6	6
4	25/10/2024	5	5
5	14/11/2024	5	5
6	13/12/2024	5	5
7	08/01/2025	5	5
8	13/02/2025	5	5
9	25/03/2025	5	5

The following Meetings of the Shareholders were held during the financial year 2024-2025:

Sr. No.	Particulars	Date of Meeting	No. of Members Present
1	Annual General Meeting	30/09/2024	17
2	Extra - Ordinary General Meeting	25/11/2024	15
3	Extra - Ordinary General Meeting	11/03/2025	20

17. 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 as on March 31, 2025 is available on the Companyâs website at
https://www.integratedpersonnelservices.com

18. INTERNAL CONTROLS:

The Company has in place adequate internal controls with reference its nature of business which meets
the following objectives:

â¢ providing assurance regarding the effectiveness and efficiency of operations;

â¢ efficient use and safeguarding of resources;

â¢ compliance with policies, procedures and applicable laws and regulations; and

â¢ transactions being accurately recorded and promptly reported.

During the year, such controls were tested and no reportable material weaknesses in the design or
operation were observed.

19. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integral part of the risk management framework and process that
address financial and financial reporting risks. The key internal financial controls have been
documented, automated wherever possible and embedded in the business process. The Company has
in place adequate internal financial controls with reference to Financial Statement.

Assurance on the effectiveness of internal financial controls is obtained through management reviews
and self-assessment, continuous control monitoring by functional experts as well as testing of the
internal financial control systems by the Statutory Auditors and Internal Auditors during the course of
their audits.

The Company believes that these systems provide reasonable assurance that the Companyâs internal
financial controls are adequate and are operating effectively as intended.

20. STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the Companies Act, 2013, read with the Companies
(Audit and Auditors) Rules, 2014, M/s. AMS & Co., Chartered Accountants (Firm Registration No.
130878W), was appointed as the Statutory Auditors of the Company to hold office for a term of five
years from the conclusion of the 19th Annual General Meeting until the conclusion of the 24th Annual
General Meeting of the Company.

However, during the year under review, M/s. AMS & Co. tendered their resignation as Statutory
Auditors of the Company, resulting in a casual vacancy in the office of auditors. The Board of Directors,
at its meeting held on 13^th December, 2024, recommended the appointment of M/s. ATSJ and
Associates, Chartered Accountants (Firm Registration No. 152047W), to fill the said casual vacancy.
The same was subsequently approved by the members at the Extra-Ordinary General Meeting held on
11^th March 2025, and M/s. ATSJ and Associates were appointed as Statutory Auditors of the Company
to hold office until the conclusion of the 22^nd Annual General Meeting.

The Board of Directors of the Company (âthe Boardâ), at its meeting held on 03^rd September, 2025, has
considered the experience and expertise and on the recommendation of the Audit Committee, proposed
to the Members of the Company re-appointment of M/s. ATSJ and Associates, Chartered Accountants
(Firm Registration No. 152047W), as Statutory Auditors of the Company, for a term of 3 (Three)
Consecutive years from the conclusion of this 22^nd Annual General Meeting (AGM) until the conclusion
of the 25^th AGM to be held in the year 2028, at such remuneration as may be mutually agreed between
the Board of Directors/ Audit Committee of the company in consultation with the Statutory Auditors.
The Auditors have confirmed that they are not disqualified from re-appointing and continuing as
Auditors of the Company.

The Independent Auditorsâ Report does not contain any qualification, reservation, adverse remark or
disclaimer.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call
for any further comments.

The Auditorâs Report doesnât contain any information in relation to fraud.

21. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M K
Saraswat & Associates LLP (COP No.: 10856), Company Secretaries as Secretarial Auditor to conduct
the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report issued by M/s. M K Saraswat & Associates LLP (COP No.: 10856,
Company Secretaries 2024-2025 does not contain any qualifications or adverse remarks. The Secretarial
Audit report is annexed to the Director Report in Form MR-3 as âAnnexure - Câ.

Secretarial Audit has also been carried out for our wholly owned subsidiary, IPS Vantage Tech Services
Private Limited, as required under the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, as is annexed to the Director Report in Form MR-3 as âAnnexure - Dâ.

22. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of Companies Act, 2013 and rule 13(1)(2) of Companies
(Accounts) Rules, 2014, Company has appointed M/s. LEELA FINTECH SERVICES LLP, Chartered
Accountants, as Internal Auditor to conduct the Internal Audit of the Company for the financial year
2024-25.

The Internal Audit Report issued by M/s. LEELA FINTECH SERVICES LLP, Chartered Accountants,
for the financial year 2024-2025 does not contain any qualifications or adverse remarks.

23. BOARDâS COMMENT ON THE AUDITORâS REPORT:
a.) Statutory Auditor:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts
and accounting policies are self- explanatory and does not call for any further comment from Board of
Directors.

b) Internal Auditor:

There are no observations from Internal Auditors in their report, the report is self- explanatory and does
not call for any further comment by the Board of Directors.

c) Secretarial Auditor:

There are no observations from Secretarial Auditors in their report, the report is self- explanatory and
does not call for any further comment by the Board of Directors.

24. PUBLIC DEPOSITS:

The Company has not accepted Public Deposits within the purview of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

25. MAINTENANCE OF COST RECORDS:

The Central government has not prescribed the maintenance of cost records under section 148 (1) of
the Companies Act, 2013.

26. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year ended March 31, 2025,
were on an armâs length basis and were in the ordinary course of business. Therefore, the provisions of
Section 188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions during the financial year under review
made by the Company with Promoters, Directors, or other designated persons which may have a
potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not
required.

However, the disclosure of transactions with related parties for the financial year, as per Accounting
Standard -18 Related Party Disclosures is given in Note 30 to the Balance Sheet as on March 31, 2025.

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

The particulars as required 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, foreign exchange earnings and outgo.

The Company has not spent any substantial amount on Conservation of Energy or technology
absorption as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014.

The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:

(? in Lakhs)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Foreign Exchange Earnings	45.91	0.63
Foreign Exchange Outgo	0.31	3.30

28. CORPORATE SOCIAL RESPONSIBILITY:

The criteria prescribed under Section 135 of the Act with respect to constituting CSR committee,
adopting CSR policy and spending amount on CSR activities in accordance with the Act do not apply
to the Company.

29. MANAGERIAL REMUNERATION:

During the period under review, the Company has complied with provisions made under the Section
197 of Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Disclosure underRule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in âAnnexure -Eâ.

30. DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) ofthe Companies Act, 2013 the Board of Directors ofthe Company confirms
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) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit of the company for
that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

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

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

31. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company is listed on the SME Platform of the National Stock Exchange. In accordance with
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Annual Secretarial Compliance Report for the financial year 2024-2025 has been obtained from the
Practicing Company Secretary and is attached as Annexure F to this Report.

32. CORPORATE GOVERNANCE REPORT:

The Company is listed on SME platform of National Stock Exchange; provisions related to corporate
governance are not applicable to the company.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism called âWhistle Blower Policyâ with a view to provide a
mechanism for Directors and employees of the Company to raise concerns of any violations of any
legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports
etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and
direct access to the Chairman of the Audit Committee in exceptional cases.

No Director/ employee have been denied access to the Chairman of the Audit Committee and that no
complaints were received during the year. The details of the Policy have been posted on the
Companyâswebsite www.integratedpersonnelservices.com.

34. INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires pre- clearance for dealing in the Company''s shares and prohibits the
purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. Further the Directors and all the designated persons have
confirmed that they have adhere to the code.

The details of the Code of Conduct have been posted on the Companyâs website
www.integratedpersonnelservices.com.

35. CFO CERTIFICATION:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing
Obligations andDisclosure Requirements) Regulations, 2015 is given in âAnnexure -Gâ.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 read
with ScheduleV of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms
part of this Annual Report. Certain Statements in the said report may be forward-looking.

Many factors may affect the actual results, which could be different from what the
Directors envisage in terms of the future performance and outlook.

Management Discussion and Analysis Report is given in âAnnexure - Hâ to the Directors
Report.

37. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of familiarization programme for Independent Directors is given in âAnnexure -Iâ.

The details of the familiarization programme for independent directors have been posted on the
Companyâswebsite www.integratedpersonnelservices.com.

38. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

The certificate of non-disqualification of directors for the financial year 31^st March, 2025, is annexed
as âAnnexure - Jâ.

39. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the period, under review your Company is in compliance with all the applicable Secretarial
Standards as specified or issued by the Institute of Company Secretaries of India.

40. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees in
all areas of business.

Many initiatives have been taken to support business through organizational efficiency, process change
support and various employee engagement programs which has helped the Organization achieve higher
productivity levels. A significant effort has also been undertaken to develop leadership as well as
technical/ functional capabilities in order to meet future talent requirement.

41. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder, the Company has in
place a policy which mandates no tolerance against any conduct amounting to sexual harassment of
women at workplace.

The Company has an Internal Committee to redress and resolve any complaints arising under the POSH
Act. Training / Awareness programs are conducted throughout the year to create sensitivity towards
ensuring respectable workplace.

Your directorâs further state that during the period under review, there were no cases filed pursuant to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. MATERNITY BENEFIT:

As part of our ongoing commitment to employee welfare, diversity, and inclusion, we continue to
support our staff through a comprehensive maternity policy. This policy reflects our dedication to
creating a family-friendly workplace and ensuring that all employees feel supported during key life
events.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

42. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 OR ANY OTHER REGULATORY
AUTHORITY:

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the period under review.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact
the going concern status and Companyâs operations in future.

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

As Company has not done any one-time settlement during the year under review hence no disclosure is
required.

44. INFORMATION TO SHAREHOLDERS:

a) Annual General Meeting - Date, Time, Venue

Annual General Meeting	22^nd Annual General Meeting
Day & Date	Tuesday, 30^th September, 2025
Time	11.30 a.m.
Venue	Through Video conferencing

For details, please refer to the Notice of this AGM.

b) Re - Appointed of Director

The particulars of directors seeking re-appointment at the ensuing AGM are mentioned in the
âAnnexure- Aâ to the Notice of this AGM.

c) Listed on Stock Exchange:

The Company is listed on Emerge Platform of NSE Limited.

d) Stock Code:

NSE Scrip Name: IPSL

Depository Connectivity: NSDL & CDSL

ISIN Number for equity shares of the Company: INE02EE01019

e) Market price data:

High & Low during the financial year 2024-2025 on NSE:

Month	High	Low	Closing
April 2024	206.00	166.00	172.95
May 2024	179.00	135.50	160.00
June 2024	183.00	146.00	146.00
July 2024	184.00	140.00	184.00
August 2024	204.00	152.50	201.00
September 2024	249.00	175.00	237.95
October 2024	312.00	190.40	278.50
November 2024	316.40	269.00	292.10
December 2024	320.00	256.55	320.00
January 2025	336.00	281.60	311.50
February 2025	398.00	245.05	326.50
March 2025	364.00	240.05	270.00

f) Distribution of Shareholding as on 31^st March, 2025:

No. of Equity Shares held	No. of Shareholders	No. of Shares held	% in Equity Capital
1-500	30	13100	0.1522%
501-1000	51	51000	0.5926%
1001-2000	84	162000	1.8823%
2001-3000	13	38500	0.4473%

3001-4000	20	78500	0.9121%
4001-5000	9	43000	0.4996%
5001-10000	24	183500	2.1321%
10001 and Above	33	6636910	77.1150%
Total	264	7206510	83.7332%

*During the financial year 2024-25, the Company allotted 11,33,200 equity shares on October 16,
2024, and 2,66,800 equity shares on February 11, 2025, upon receipt of the balance consideration, in
accordance with the terms of the issue and applicable regulatory provisions. Since the trading approval
for the said shares was received subsequent to March 31, 2025, the same has not been included in the
Distribution of Shareholding as on the reporting date

g) Shareholding Pattern as on 31^st March, 2025:

Sr. No.	Category of Shares	No. of Shares	% of total shares
(A)	Promoter & Promoter Group:
	(a) Individuals/Hindu Undivided Family	57,76,342	67.12
	Sub Total:	57,76,342	67.12
(B)	Public Shareholding:
	1. Institutions
	(a) Financial Institutions/Banks/Any Others	0	0.00
	(b) Foreign Institutional Investors	0	0.00
	2. Non-Institutions
	(a) Directors and their relatives (excluding Independent Directors and Nominee Directors)	0	0
	(b) Individuals	19,72,500	22.92
	(c) Clearing Members	500	0.01
	(d) Hindu Undivided Family	1,42,168	1.65
	(e) Non-Resident Indians (NRI)	2000	0.02
	(f) Bodies Corporate	7,13,000	8.28
	Sub Total:	28,30,168	32.88
	GRAND TOTAL	86,06,510	100.00

h) Dematerialization of Shares:

As on March 31, 2025, 86,06,510 Equity Shares were held in dematerialized form with NSDL and
CDSL. The 100% shareholding of Promoters & Promoters Group is in dematerialised form in
compliance with Regulation 31(2) of the Listing Regulations.

i) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date &likely
impact on equity:

During the year, No GDRs/ADRs/Warrants or convertible instruments have been issued by the
Company.

j) Details of shares in suspense account:

The are no shares in suspense account.

45. ACKNOWLEDGEMENT:

The Directors wish to express their grateful appreciation to the continued co-operation received from
the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under
review.

The Directors appreciate & value the contribution made by every member of the company.

For and on Behalf of the Board of Directors
Integrated Personnel Services Limited

Mr. Tarang Raghuvir Goyal Mrs. Sandeep Kaur Goyal

Chairman& Managing Director Whole Time Director

DIN: 01885882 DIN: 01724446

Date: 03/09/2025
Place: Mumbai

Mar 31, 2024

Your Directors have pleasure in presenting the 21^st Annual Report, together with the Audited Financial Statements of the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The following is the highlight of the standalone financial performance of the Company during the financial year under review:

(? in Lakhs) Standalone Consolidated
Particulars	Year ended 31^st March, 2024	Year ended 31^st March, 2023	Year ended 31^st March, 2024	Year ended 31^st March, 2023
Revenue from Operations	20,572.60	16,873.20	24,559.23	19,753.57
Other Income	53.84	48.22	60.82	49.76
Total Income	20,626.44	16,921.42	24,620.05	19,803.33
Finance Cost	312.54	265.21	435.11	356.48
Depreciation	77.38	20.86	98.57	37.15
Other Operating Expenses	19,834.47	16,274.91	23,537.43	18,925.10
Total Expenses	20,224.40	16,560.98	24,071.12	19,318.73
Profit Before Tax	402.04	360.44	548.94	484.60
Current Tax	22.00	12.03	22.00	18.01
Deferred Tax	-11.54	4.26	-11.07	4.91
Tax of Earlier Year	0.00	8.78	0.00	8.78
Profit/(Loss) after Tax	391.58	335.37	538.00	452.90
Earnings per Share	5.43	5.71	7.47	7.71
Diluted earnings per share	4.83	5.71	6.63	6.28

2. STATE OF COMPANYâS AFFAIRS:Standalone:

During the period under review, the Company has achieved a total income of Rs. 20,626.44 Lakhs in the financial year 2023-2024 as against Rs. 16,921.42 Lakhs in the financial year 2022-2023. The Company has earned a Profit after tax of Rs. 391.58 Lakhs in the financial year 2023-2024 as compared to Rs. 335.37 Lakhs in the financial year 2022-2023.

Consolidated:

During the period under review, the Company has achieved a total income of Rs. 20,620.05 Lakhs in the financial year 2023-2024 as against Rs. 19,803.33 Lakhs in the financial year 2022-2023. The Company has earned a Profit after tax of Rs. 538.00 Lakhs in the financial year 2023-2024 as compared to Rs. 452.90 Lakhs in the financial year 2022-2023.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company has not transferred any amount to General Reserve during the financial year.

4. DIVIDEND:

With a view to conserve reserves for expansion of business activities, the Board of Directors has decided not to declare dividend for the current financial year.

5. MATERIAL CHANGES OCCURRED DURING THE FINANCIAL YEAR 20232024:

a. APPROVAL OF ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASTS TO THE PERSONS FORMING PART OF THE PROMOTER & PROMOTER GROUP & NON-PROMOTER PUBLIC:

The Board of Directors of the Company at their meeting held on 13^th July, 2023 has approved issue and allot from time to time, in one or more tranches upto 15,00,000 [Fifteen Lakhs] Fully Convertible Warrants (âWarrants/ Convertible Warrantsâ) for cash at an issue price of Rs. 81/- (Rupees Eighty-One Only) per warrant including a premium of Rs. 71/- (Rupees Seventy-One Only) per warrant with a right to the warrant holders to apply for and be allotted 1 (One) fully paid-up Equity Share of face value of Rs. 10/- (Rupees Ten) each of the Company (âEquity Sharesâ) within a period of 18 (Eighteen) months from the date of allotment of the Warrants, aggregating to Rs. 12,15,00,000/- [Rupees Twelve Crore Fifteen Lakhs Only] to the persons forming part of the promoter & promoter group & non-promoter public.

c. CHANGE IN BOARD OF DIRECTORS AND KEY MANGAGERIAL PERSONNEL (KMP):

The Company at the Board Meeting and Extra - Ordinary General Meeting has appointed and regularized the Directors and KMP and noted the resignation of KMP as under:

Sr.

Name of

Appointment/

Designation

Type of

Date of

No.

Directors and KMP

Resignation/ Regularization/ Change in Designation

Meeting in which

Appointment/ Resignation/ Regularization/ Change in

Appointment/

Resignation/

Regularization

				Designation was done
1.	Mr. Ashok Nagori	Re-appointment	Independent Director	Annual General Meeting	11/07/2023 10/07/2028
2.	Mrs. Sandeep Kaur Goyal	Appointment	Whole Time Director	Annual General Meeting	01/09/2023 31/08/2028
3.	Ms. Tarang Raghuvir Goyal	Re-appointment	Managing Director	Extra -Ordinary General Meeting	13/07/2023 12/07/2028
4.	Mr. Hariom Sarda	Regularization	Independent Director	Extra -Ordinary General Meeting	26/08/2022 25/08/2027
5.	Ms. Kajal Jinam Shah	Resignation	CS	Board Meeting	30/09/2023
6.	Ms. Kavita Yadav	Appointment	CS	Board Meeting	03/10/2023

d. MATERIAL CHANGES OCCURRED AFTER FINANCIAL YEAR 2023-24 TILL THE ISSUANCE OF ANNUAL REPORT:

a. The Company approved the financial statements and auditors report for the Financial Year 2023-2024 at the Board meeting held on 29^th May, 2024.

b. The Company has re-appointed Leela fintech, as Internal Auditor of the company for the Financial Year 2024-2025 at the board meeting held on 3^rd September, 2024.

c. The Company has re-appointed M.K. Saraswat & Associates, Company Secretaries as Secretarial Auditor of the company for the Financial Year 2024-2025 at the board meeting held on 3^rd September, 2024.

6. SHARE CAPITAL:> AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31^st March, 2024 was Rs. 10,00,00,000/-(Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each.

The Authorised Share Capital of the Company was increased from Rs. 7,50,00,000/- to Rs, 10,00,00,000/- at the Board Meeting and Extra - Ordinary General Meeting held on 13^th July, 2023 and 09^th August, 2023 respectively.

> PAID UP SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31^st March, 2024 was Rs. 7,20,65,100/- (Rupees Seven Crore Twenty Lakhs Sixty-Five Thousand One Hundred Only) divided into 72,06,510 (Seventy-Two Lakh Six Thousand Five Hundred Ten) Equity Shares of Rs. 10/- each.

9. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

As on 31^st March, 2024 following are the Subsidiaries/Associates/Joint ventures of the Company:

IPS Vantage Tech Services Private Limited is the wholly owned subsidiary of the Company.

A statement containing the salient feature of the financial statement of the Companyâs Wholly-owned Subsidiary and the Associate company, pursuant to the first proviso to sub-section (3) of Section 129 has been given in Form AOC-1 and is enclosed as âAnnexure - Bâ.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is placed on the Companyâs website at the link

https://www.integratedpersonnelservices.com/wpcontent/uploads/2023/08/IPSL Material Su bsidiary Policy.pdf

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on March 31, 2024, the Board of Directors and KMP of the Company comprises of 6 (Six) Directors, of which 3 (Three) are Non-Executive Independent Directors & 2 (Two) are Executive Directors and 1 (One) is Non-Executive Non-Independent Director and 1 (One) Company Secretary and 1 (One) Chief Financial Officer. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:

Sr. No.	Name of Directors	Designation
1.	Mr. Tarang Raghuvir Goyal	Managing Director and Chairman
2.	Mrs. Sandeep Kaur Goyal	Whole Time Director
3.	Mr. Raghuvir Prasad Goyal	Non-Executive and Non-Independent Director
4.	Mr. Ashok Nagori	Non-Executive and Independent Director
5.	Mr. Girish Kumar Joshi	Non-Executive and

		Independent Director
6.	Mr. Hariom Sarda	Non-Executive and Independent Director
7.	Mr. Haridasan Krishnan Unni Nair	Chief Financial Officer
8.	Ms. Kavita Yadav	Company Secretary and Compliance Officer

On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.

There are changes in Directors and Key Managerial Personnel for the period under review.

Changes in Directors and Key Managerial Personnel:

a. Mr. Ashok Nagori, re-appointed as an Independent Director of the Company for the second consecutive term of five years, i.e., from 11^th July, 2023 to 10^th July, 2028 (both days inclusive) in the Annual General Meeting held on 29^th September, 2023.

b. Mrs. Sandeep Kaur Goyal, appointed as a Whole Time Director of the Company for the consecutive term of five years, i.e., from 01^st September, 2023 to 31^st August, 2028 (both days inclusive) in the Annual General Meeting held on 29^th September, 2023.

c. Mr. Ashok Nagori, re-appointed as a Managing Director of the Company for the consecutive term of five years, i.e., from 13^th July, 2023 to 12^th July, 2028 (both days inclusive) in the Extra Ordinary General Meeting held on 09^th August, 2023.

d. Mr. Hariom Sarda was regularized as a Director (in the category of Independent Director) i.e., from 26^th August, 2022 to 25^th August, 2027 (both days inclusive) in the Extra Ordinary General Meeting held on 09^th August, 2023.

e. Ms. Kajal Jinam Shah has been resigned as a Company Secretary and Compliance Officer of the Company with effect from 30^th September, 2023.

f. Ms. Kavita Yadav has been appointed as a Company Secretary and Compliance Officer of the Company with effect from 03^rd October, 2023.

Re - Appointment of Directors:

g. Mr. Tarang Raghuvir Goyal, Managing Director of the Company retiring by rotation at the ensuing Annual General Meeting, offers himself for re- appointment.

The detailed terms of re-appointment have been made in âAnnexure - Aâ.

11. CHANGE TN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, advances and/or guarantee provided by the Company and investments as per section 186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts of the Company are provided in Notes to the financial statements.

13. COMPOSITION OF BOARD COMMITTEES:

The Composition of various committees is in accordance with applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

A) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and comprises of three qualified members (i.e. 2 NonExecutive Independent Directors and 1 Non-Executive Director).

All the members have financial and accounting knowledge.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met Seven (7) times during the financial year on 21^st April, 2023, 02^nd May, 2023, 29^th May, 2023, 13^th July, 2023, 01^st September, 2023, 11^th November, 2023 and 06^thFebruary, 2024 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.

B) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in accordance with Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The Committee comprises three (3) qualified members (i.e. Three (3) Independent Directors).

The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Nomination & Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met Four (4) times during the year on 02^nd May, 2023, 13^th July, 2023, 01^stSeptember, 2023 and 30^th September, 2023. The necessary quorum was present at the meeting.

Nomination and Remuneration Policy is hosted on the website of the Company i.e.

www.integratedpersonnelservices.com.

The performance of Independent Directors was evaluated on the following criteria:

â¢ Exercise of independent judgment in the best interest of Company;

â¢ Ability to contribute to and monitor corporate governance practice;

â¢ Adherence to the code of conduct for independent directors.

The entire Board of Directors carried out the performance evaluation of the Independent Directors on various parameters like engagement, analysis, decision making, communication and interest of stakeholders. In the evaluation process the Directors, who were subjected to evaluation did not participate.

C) STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordance with Regulation 20 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The Committee comprises three qualified members (i.e. 2 Non-Executive Independent Directors and 1 Non-Executive Director).

The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.

The Company has designated the e-mail ID: [email protected] and info@bigshareonline.com exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Companyâs website i.e. www.integratedpersonnelservices.com

There were no complaints pending as on 31^st March, 2024.

The Stakeholder Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met Once (1) during the year on 06^th February, 2024. The necessary quorum was present at the meeting.

D) INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non-Independent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.

The independent Directors in their meeting shall, inter alia-

(a) review the performance of non-independent Directors and the board of Directors as a whole;

(b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors;

of the listed entity and the board of Directors that is necessary for the board of Directors to effectively and reasonably perform their duties.

Independent Directors met once during the year on 06^th February, 2024 and was attended by all Independent Directors.

None of the Non-Executive Independent Directors nor their relatives hold Equity Shares of the Company.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Independent directors were appointed during the financial year 2023-2024 in the Company. The declaration by Independent Directors as per provisions of Section 149 (6) of Companies Act, 2013 and SEBI regulations, are kept under the records of the Company.

17. 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 as on March 31, 2024 is available on the Companyâs website at https://www.integratedpersonnelservices.com

18. INTERNAL CONTROLS:

The Company has in place adequate internal controls with reference its nature of business which meets the following objectives:

â¢ providing assurance regarding the effectiveness and efficiency of operations;

â¢ efficient use and safeguarding of resources;

â¢ compliance with policies, procedures and applicable laws and regulations; and

â¢ transactions being accurately recorded and promptly reported.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

19. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to Financial Statement.

Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.

The Company believes that these systems provide reasonable assurance that the Companyâs internal financial controls are adequate and are operating effectively as intended.

20. STATUTORY AUDITORS:

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. AMS & Co., Chartered Accountant, (Firm Registration No. 130878W) was appointed as the statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the 19^th Annual General Meeting till the conclusion of the 24th Annual General Meeting of the Company in the year 2027.

The Independent Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

The Auditorâs Report doesnât contain any information in relation to fraud.

21. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M K Saraswat & Associates, Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report issued by M/s. M K Saraswat & Associates, Company Secretaries 2023-2024 does not contain any qualifications or adverse remarks. The Secretarial Audit report is annexed to the Director Report in Form MR-3 as â Annexure - Câ.

Secretarial Audit has also been carried out for our wholly owned subsidiary, IPS Vantage Tech Services Private Limited, as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as is annexed to the Director Report in Form MR-3 as âAnnexure - Dâ.

22. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of Companies Act, 2013 and rule 13(1)(2) of Companies (Accounts) Rules, 2014, Company has appointed M/s. LEELA FINTECH SERVICES LLP, as Internal Auditor to conduct the Internal Audit of the Company for the financial year 2023-24.

The Internal Audit Report issued by M/s. LEELA FINTECH SERVICES LLP, for the financial year 2023-2024 does not contain any qualifications or adverse remarks.

23. BOARDâS COMMENT ON THE AUDITORâS REPORT: a.) Statutory Auditor:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and does not call for any further comment from Board of Directors.

b) Internal Auditor:

There are no observations from Internal Auditors in their report, the report is self- explanatory and does not call for any further comment by the Board of Directors.

c) Secretarial Auditor:

There are no observations from Secretarial Auditors in their report, the report is selfexplanatory and does not call for any further comment by the Board of Directors.

24. PUBLIC DEPOSITS:

The Company has not accepted Public Deposits within the purview of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

25. MAINTENANCE OF COST RECORDS:

The Central government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013.

26. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year ended March 31, 2024, were on an armâs length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions during the financial year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is given in Note 30 to the Balance Sheet as on March 31, 2024.

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

The particulars as required 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, foreign exchange earnings and outgo.

The Company has not spent any substantial amount on Conservation of Energy or technology absorption as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:

(? in Lakhs)
Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Foreign Exchange Earnings	0.63	0.00
Foreign Exchange Outgo	3.30	0.00

28. CORPORATE SOCIAL RESPONSIBILITY:

The criteria prescribed under Section 135 of the Act with respect to constituting CSR committee, adopting CSR policy and spending amount on CSR activities in accordance with the Act do not apply to the Company.

29. MANAGERIAL REMUNERATION:

During the period under review, the Company has complied with provisions made under the Section 197 of Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in âAnnexure âEâ.

30. DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

31. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company is listed on SME platform of National Stock Exchange does not require to submit the secretarial compliance report for the financial year 2023-2024 as per regulation 24A of SEBI (Listing and Obligations Disclosure Requirements), Regulations, 2015,

32. CORPORATE GOVERNANCE REPORT:

The Company is listed on SME platform of National Stock Exchange, provisions related to corporate governance are not applicable to the company.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.

No Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The details of the Policy have been posted on the Companyâs website www.integratedpersonnelservices.com.

34. INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhere to the code.

The details of the Code of Conduct have been posted on the Companyâs website www.integratedpersonnelservices.com.

35. CFO CERTIFICATION:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in âAnnexure âFâ.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

Management Discussion and Analysis Report is given in âAnnexure - Gâ to the Directors Report.

37. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of familiarization programme for Independent Directors is given in âAnnexure -Hâ.

The details of the familiarization programme for independent directors have been posted on the Companyâs website www.integratedpersonnelservices.com.

38. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

The certificate of non-disqualification of directors for the Financial year 31^st March, 2024, is annexed as âAnnexure - Iâ.

39. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the period, under review your Company is in compliance with all the applicable Secretarial Standards as specified or issued by the Institute of Company Secretaries of India.

40. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

41. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.

The Company has an Internal Committee to redress and resolve any complaints arising under the POSH Act. Training / Awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

Your directorâs further state that during the period under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 OR ANY OTHER REGULATORY AUTHORITY:

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

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

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

44. INFORMATION TO SHAREHOLDERS:

a) Annual General Meeting - Date, Time, Venue

Annual General Meeting	21^st Annual General Meeting
Day & Date	Monday, 30^th September, 2024
Time	04.30 p.m.
Venue	Through Video conferencing

For details, please refer to the Notice of this AGM.

b) Re - Appointed of Director

The particulars of directors seeking re-appointment at the ensuing AGM are mentioned in the âAnnexure- Aâ to the Notice of this AGM.

c) Listed on Stock Exchange:

The Company is listed on Emerge Platform of NSE Limited.

d) Stock Code:

NSE Scrip Name: IPSL

Depository Connectivity: NSDL & CDSL

ISIN Number for equity shares of the Company: INE02EE01019

e) Market price data:

High & Low during the financial year 2023-2024 on NSE:

Month	High	Low	Closing
April 2023	85.00	76.00	79.50
May 2023	88.00	77.00	81.00
June 2023	79.50	74.00	77.00
July 2023	113.75	72.10	97.50
August 2023	136.00	99.00	115.05
September 2023	147.50	120.00	141.20
October 2023	185.00	123.50	182.45

November 2023	184.95	158.50	164.50
December 2023	210.40	145.05	203.10
January 2024	221.75	156.00	185.00
February 2024	205.00	166.00	188.00
March 2024	214.00	131.00	204.75

f) Distribution of Shareholding as on 31^st March, 2024:
No. of Equity Shares held	No. of Shareholders	No. of Shares held	% in Equity Capital
1-500	4	100	0.0014%
501-1000	52	52000	0.7216%
1001-2000	105	210000	2.9140%
2001-3000	9	27000	0.3747%
3001-4000	19	76000	1.0546%
4001-5000	3	15000	0.2081%
5001-10000	26	197000	2.7336%
10001 and Above	32	6629410	91.9920%
Total	250	7206510	100.00%

g) Shareholding Pattern as on 31^st March, 2024:
	Sr. No.	Category of Shares	No. of Shares	% of total shares
	(A)	Promoter & Promoter Group:
		(a) Individuals/Hindu Undivided Family	49,76,342	69.05
		Sub Total:	49,76,342	69.05
	(B)	Public Shareholding:
		1. Institutions
		(a) Financial Institutions/Banks/Any Others	0	0.00
		(b) Foreign Institutional Investors	0	0.00
		2. Non-Institutions
		(a) Directors and their relatives (excluding Independent Directors and Nominee Directors)	0	0
		(b) Individuals	15,72,000	21.81

(c) Trust	0	0.00
(d) Hindu Undivided Family	1,34,168	1.86
(e) Non-Resident Indians (NRI)	2000	0.03
(f) Bodies Corporate	5,22,000	7.25
Sub Total:	2230168	30.95
GRAND TOTAL	72,06,510	100.00

h) Dematerialization of Shares:

As on March 31, 2024, 72,06,510 Equity Shares were held in dematerialized form with NSDL and CDSL. The 100% shareholding of Promoters & Promoters Group is in dematerialised form in compliance with Regulation 31(2) of the Listing Regulations.

i) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date &likely impact on equity:

No GDRs/ADRs/Warrants or convertible instruments have been issued by the Company.

j) Details of shares in suspense account:

The are no shares in suspense account.

45. ACKNOWLEDGEMENT:

The Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.

The Directors appreciate & value the contribution made by every member of the company.

Mar 31, 2023

Your Directors have pleasure in presenting the 20^th Board''s Report of Infinium Pharmachem Limited (''the Company'') for the year ended on March 31, 2023 (''period under review'').

1. Financial Summary of the Company

Particulars	Standalone		Consolidated
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022	For the year ended March 31, 2023	For the year ended March 31, 2022
Revenue from Operations	16,873.20	14,269.60	19,753.57	16,950.65
Other Income	48.22	38.48	49.76	41.44
Total Income	16,921.42	14,308.08	19,803.34	16,992.09
Less: Expenses	16,560.98	14,014.68	19,318.74	16,612.76
Profit / (Loss) Before Tax	360.44	293.40	484.60	379.32
Less: Tax Expenses	25.07	18.51	31.70	18.68
Profit / (Loss) After Tax	335.37	274.90	452.90	460.94

2. State of the Company''s affairs Standalone:

The Revenue from operations for FY 2022-23 increased to Rs. 16,873.20 Lakhs as compared to the revenue of Rs. 14,269.60 Lakhs in the previous year. The Profit before Tax for the FY 2022-23 increased to Rs.360.44 Lakhs as compared to Rs. 293.40 Lakhs in the previous year. The Profit After Tax for the FY 2022-23 increased to Rs 335.37 Lakhs as compared to profit of Rs 274.90 Lakhs in the previous year.

Consolidated:

The Revenue from operations for the FY 2022-23 increased to Rs. 19,753.57 Lakhs as compared to revenue of Rs. 16,950.65 Lakhs in the previous year. The Profit before Tax for the FY 2022-23 increased to Rs. 484.60 Lakhs as compared to Rs. 379.32 Lakhs in the previous year. The Profit after Tax for the FY 202223 increased to Rs. 452.90 Lakhs as compared to Rs. 460.94 Lakhs in the previous year.

3. Transfer to Reserves

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

4. Dividend

In order to conserve the resources for business requirement, your Board of Directors do not recommend dividend for financial year 2022-2023.

5. Change in the nature of Business

There has been no change in the nature of Business of the Company during the year under review.

Further, the Company vide Prospectus dated 20^th October, 2022 issued its securities via Initial Public Offering and on November 11, 2022 the Company''s Securities were listed on NSE Emerge Platform.

6. Material Changes and commitments affecting the Financial position of the Company

Since the closure of the Financial Year i.e. since March 31, 2023, the Company vide Prospectus dated 20^th October, 2022 issued its securities via Initial Public Offering and the Company got listed on NSE Emerge stock exchange on November 11, 2022. Therefore, the Company now being a Listed Company, the Financial Position of the Company is varied.

7. Share Capital

The Authorised Share Capital of the Company as on March 31, 2023 is Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lakhs Only) divided into 75,00,000 Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each and the Paid-up Equity Share Capital of the Company as on March 31, 2023 is Rs. 7,20,65,100/- (Rupees Seven Crores Twenty Lakhs Sixty-Five Thousand One Hundred Only) consisting of 72,06,510 (Seventy-Two Lakhs Six Thousand Five Hundred Ten) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

The Company through Initial Public Issue dated November 07, 2023 i.e. during the FY 2022-23, issued 21,60,000 (Twenty-One Lakhs Sixty Thousand) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each at a Premium of Rs. 49/- (Rupees Forty-Nine Only) amounting to Rs. 12,74,40,000/-(Rupees Twelve Crores Seventy-Four Lakhs Forty Thousand Only) thereby increase in the paid-up capital of the Company from Rs. 5,04,65,100/- (Rupees Five Crores Four Lakhs Sixty-Five Thousand One Hundred Only) divided into 50,46,510/- (Fifty Lakhs Forty-Six Thousand Five Hundred Ten) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 7,20,65,100/- (Rupees Seven Crores Twenty Lakhs Sixty-Five Thousand One Hundred Only) divided into 72,06,510 (Seventy-Two Lakhs Six Thousand Five Hundred Ten) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

8. Subsidiaries, Associates and Joint Venture

As on 31st March, 2023 following are the Subsidiaries/Associates/Joint ventures of the Company:

- IPS Vantage Tech Services Private Limited is the wholly owned subsidiary of the Company.

A statement containing the salient feature of the financial statement of the Company''s Wholly-owned Subsidiary and the Associate company, pursuant to the first proviso to sub-section (3) of Section 129 has been given in Form AOC-1 and is enclosed as Annexure A.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is placed on the Company''s website at the link https://www.integratedpersonnelservices.com/wp-content/uploads/2023/08/IPSL Material Subsidiary Policy.pdf

9. Statutory Auditor & Audit Report

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. AMS & Co., Chartered Accountant, (Firm Registration No. 130878W) was appointed as the statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the 19^th Annual General Meeting till the conclusion of the 24^th Annual General Meeting of the Company in the year 2027.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. AMS & Co., Chartered Accountant, (Firm Registration No. 130878W), Statutory Auditors, in their Report on the accounts of the Company for the year under review.

The observations made by them in their Report are self- explanatory and do not call for any further clarifications from the Board.

10. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed

M/s. M K Saraswat & Associates, Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2022-23.

Secretarial audit report except what have been specifically mentioned the Report which is selfexplanatory following qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditors:

The company has obtained the SDD Software lately but before that maintained the data internally. Management Response:

The Company was listed on NSE SME as of 11/11/2022 and the company is maintaining the SDD database internally before installation of SDD Software but as of now company has installed and maintained database as required.

The Secretarial Audit Report for the financial year ended 31^st March, 2023 is annexed herewith as ANNEXURE B.

Secretarial Audit has also been carried out for our wholly owned subsidiary, IPS Vantage Tech Services Private Limited, as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as is part of this Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31^st March, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. M K Saraswat & Associates, Company Secretaries, Secretarial Auditors.

11. Reporting of fraud, comments by board on every qualification, reservation, adverse remark or disclaimer

There are no qualification, reservation or adverse remark or disclaimer in Auditors Report. Therefore, the Board have not commented on the same.

12. Details of Directors or Key Managerial Personnel Board of Directors

As on March 31, 2023, the Board of Directors of the Company comprises of 6 (Six) Directors, of which 3 (Three) are Non-Executive Independent Directors & 2 (Two) are Executive Directors and 1 (One) is Non-Executive Non-Independent Director. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:

Sr. No.	Name of Directors	Designation
1.	Mr. Tarang Raghuvir Goyal	Managing Director
2.	Mrs. Sandeep Kaur Goyal	Executive Director
3.	Mr. Raghuvir Prasad Goyal	Non-Executive and NonIndependent Director
4.	Mr. Ashok Nagori	Non-Executive and Independent Director
5.	Mr. Girish Kumar Joshi	Non-Executive and Independent Director
6.	Mr. Hariom Sarda	Non-Executive and Independent Director

On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.

There has been change in the Board of Directors during the year under review. The details of the change are as below:

Sr. No.	Name of the Director / Key Managerial Personnel	Designation	Date of Appointment	Reason for Change
1.	Mr. Hariom Sarda	Independent Director	26/08/2022	Appointment
2.	Mr. Girish Kumar Joshi	Independent Director	18/07/2022	Appointment
3.	Mr. Aditya Gaur	Independent Director	26/08/2022	Resignation
4.	Mr. Girish Kumar Joshi	Independent Director	25/07/2022	Change in Designation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act and the Articles of Association of the Company, Mrs. Sandeep Kaur Goyal (DIN: 01724446), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Key Managerial Personnel

During the year under review, Mr. Pankaj Agarwal, Chief Financial Officer of the Company has resigned on 01^st April, 2022 and Mr. Haridasan Krishnan Unni Nair has been appointed as Chief Financial Officer of the Company with effect from 01^st April, 2022.

Further, Ms. Kajal Jinam Shah has been appointed as a Company Secretary and Compliance Officer of the Company with effect from June 06, 2022.

Further, as per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2023 were as under:

Sr. No.	Name of Key Managerial Personnel	Designation
1.	Mr. Tarang Raghuvir Goyal	Managing Director
2.	Mr. Haridasan Krishnan Unni Nair	Chief Financial Office
3.	Ms. Kajal Jinam Shah	Company Secretary and Compliance Office

13. Meeting of Independent Director

During the year under review, 1 (one) meeting of Independent Directors of the Company was held on 02/03/2023.

The object of Independent Meeting was to review the performance of Non-Independent Director and the Board as a whole including the Chairperson of the Company. The Company assures to hold the Separate Meeting of Independent Director of the Company as earliest possible.

14. Annual Evaluation of performance of the Board

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the

performance of Directors comprises of the following key areas:

a. Attendance of Board Meetings and Committee Meetings;

b. Quality of contribution to Board Deliberations;

c. Strategic perspectives or inputs regarding future growth of the Company and its performance;

d. Providing perspectives and feedback going beyond information provided by the management.

15. Deposits

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,2014(including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

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

Since the Company is neither engaged in any manufacturing activity nor the Company has any manufacturing unit, therefore the prescribed particulars with regards to compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable on your Company.

Foreign exchange earnings and Outgo:

Foreign Exchange Earnings	3,40,765
Foreign Exchange Outgo	5,02,514

17. Extract of Annual Return

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effective August 28, 2020, the draft Annual Return for the financial year 2022-23 in prescribed form MGT-7 is placed on the website of the Company at the following link: https://www.inteeratedpersonnelservices.com/

This Annual Return is subject to such changes / alterations / modifications as may be required to carry out subsequent to the adoption of the Directors'' Report by the Shareholders at the 20^th Annual General Meeting and receipt of Certificate from Practicing Company Secretary (PCS) which the Shareholders agree and empower the Board / Company and the copy of the final Annual Return as may be filed with the Ministry of Corporate Affairs would be furnished on the website of the Company.

18. Particulars of Contracts or Arrangements Made with Related Parties

The Company has adopted a Policy on Related Party Transactions and the same is placed on the Company''s website at the web link: https://www.integratedpersonnelservices.com/

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

19. Business Risk Management

In today''s economic environment, Risk Management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company''s risk management is embedded in the

business processes. Your company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice.

20. Corporate Social Responsibility

The criteria prescribed under Section 135 of the Act with respect to constituting CSR committee, adopting CSR policy and spending amount on CSR activities in accordance with the Act do not apply to the Company.

21. Number of meetings of the Board

A total of 16 (Sixteen) Board Meetings were held during the Financial Year ended March 31, 2023. The maximum gap between any two Board Meetings was less than one 120 days.

Sr. No.	Date of Board Meeting	No. of Directors as on date of meeting	No. of Directors present
1.	01/04/2022	5	5
2.	06/06/2022	5	5
3.	14/06/2022	5	5
4.	30/06/2022	5	5
5.	14/07/2022	5	5
6.	18/07/2022	5	5
7.	20/07/2022	6	6
8.	06/08/2022	6	6
9.	17/08/2022	6	6
10.	24/08/2022	6	6
11.	26/08/2022	6	6
12.	27/08/2022	6	6
13.	03/10/2022	6	6
14.	07/11/2022	6	6
15.	21/11/2022	6	6
16.	02/03/2023	6	6

22. 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 Financial Year ended March 31, 2023, the applicable accounting standards had been followed and there are no material departures from the same;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the Financial Year ended on March 31, 2023 and of the profit of the Company for that period;

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

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

(e) That the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) That proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

23. Declaration by Independent Directors

The Company has received declarations/ confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, 2015.

24. Policy on Nomination and Remuneration (NRC)

The Company has formulated and adopted the Nomination & Remuneration Policy in compliance with section 178(3) of the Companies Act, 2013 read along with the applicable rules thereto and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The objective of this policy is to ensure:

â¢ Remuneration is reasonable and sufficient to attract, retain and motivate the excellence to run Company successfully.

â¢ Suitable selection and appointment criteria of Directors, KMPs and other Senior Executives including criteria for determining qualifications, positive attributes, independence of a Director and other related matters.

â¢ Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

This policy is being governed by the Nomination & Remuneration Committee. The Policy is available on the website of the Company https://www.inteeratedpersonnelservices.com/

25. Particulars of loans, guarantees or investments under section 186

The particulars of loans, guarantees and investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2022-23 are given in Notes to the financial statements forming part of this Report.

26. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future

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

27. Adequacy of internal financial controls with reference to the Financial Statements.

The Company''s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization''s pace of growth and increasing complexity of operations.

28. Cost Records and Cost Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

29. Particulars of Employee

None of the employee has received remuneration exceeding the limit stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure C.

30. Details of Applications made or proceeding pending, if any under the Insolvency and Bankruptcy Code, 2016:

During the period under review, no application has been made nor is any application pending by / against the Company under the Insolvency and Bankruptcy Code, 2016.

31. 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:

During the period under review, there was no instance of onetime settlement with any Bank / Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks / Financial Institutions is not applicable to the Company.

32. Compliance with the Secretarial Standards

During the period under review, the Company has complied Secretarial Standards-1 (SS-1) and Secretarial Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.

33. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, if any.

The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. During the year under review, no complaints were received by the Company related to sexual harassment.

34. Committees of the Board

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:

I. Audit Committee;

II. Nomination and Remuneration Committee

III. Stakeholders'' Relationship Committee

I. Audit Committee

The Constitution of the Audit Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Ashok Nagori	Chairman	Non-Executive and Independent Director
Mr. Hariom Sarda (Appointed w.e.f. 26/08/2022)	Member	Non-Executive and Independent Director
Mr. Raghuvir Prasad Goyal	Member	Non-Executive and NonIndependent Director
Mr. Aditya Gaur (Resigned w.e.f. 26/08/2022)	Member	Non-Executive and Independent Director

The Company Secretary and Compliance Officer of the Company is the Secretary to the Audit Committee. During the year reference, 6 (Six) meetings of Audit Committee was held on the 01/04/2022, 06/06/2022,

14/07/2022, 26/08/2022, 21/11/2022 and 02/03/2023 respectively.

Terms & Scope of Work of Committee:

a) Oversight of our Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company;

c) Reviewing and monitoring the auditor''s independence and performance and the effectiveness of audit process

d) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

e) Reviewing the financial statements with respect to its unlisted Subsidiary(ies), in particular investments made by such Subsidiary(ies);

f) Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

g) Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

â¢ Changes, if any, in accounting policies and practices and reasons for the same;

â¢ accounting entries involving estimates based on the exercise of judgment by management;

â¢ Significant adjustments made in the financial statements arising out of audit findings;

â¢ Compliance with listing and other legal requirements relating to financial statements;

â¢ Disclosure of any related party transactions; and

â¢ Modified opinion(s) in the draft audit report.

g) Reviewing, the quarterly financial statements with the management before submission to the Board forapproval;

h) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

i) Approval or any subsequent modification of transactions of our Company with related parties;

j) Scrutiny of inter-corporate loans and investments;

k) Valuation of undertakings or assets of our Company, wherever it is necessary;

l) Evaluation of internal financial controls and risk management systems;

m) Monitoring the end use of funds raised through public offers and related matters;

n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

p) Discussion with internal auditors of any significant findings and follow up thereon;

q) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

r) Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

s) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

t) To establish and review the functioning of the whistle blower mechanism;

u) Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

v) Approval of appointment of the chief financial officer (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

w) Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority; and

x) reviewing the utilization of loans and/ or advances from/investment by the and holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /investments existing as on the date of coming into force of this provision.

y) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

z) Review of (1) management discussion and analysis of financial condition and results of operations; (2) statement of significant related party transactions (as defined by the audit committee), submitted by management; (3) management letters / letters of internal control weaknesses issued by the statutory auditors; (4) internal audit reports relating to internal control weaknesses; (5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; (6) statement of deviations including (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

II. Nomination and Remuneration Committee

The Constitution of Nomination and Remuneration Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Ashok Nagori	Chairman	Non-Executive and Independent Director
Mr. Girish Kumar Joshi (Appointed w.e.f. 26/08/2022	Member	Non-Executive and Independent Director
Mr. Hariom Sarda (Appointed w.e.f. 26/08/2022)	Member	Non-Executive and Independent Director
Mr. Raghuvir Prasad Goyal (Ceased w.e.f. 26/08/2022)	Member	Non-Executive and NonIndependent Director
Mr. Aditya Gaur (Resigned w.e.f. 26/08/2022)	Member	Non-Executive and Independent Director

During the year, 4 (Four) meetings of the Nomination and Remuneration Committee meeting were held on 01/04/2022, 06/06/2022, 18/07/2022 and 26/08/2022 respectively.

Terms & Scope of Work of Committee:

a) identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carryout evaluation of every director''s performance;

b) formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees

c) while formulating the policy under (b) above, ensure that

â¢ the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

â¢ Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

â¢ remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

d) such other functions / activities as may be assigned / delegated from time to time by the Board of

Directors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company.

e) formulation of criteria for evaluation of performance of independent directors and the board of directors;

f) devising a policy on diversity of board of directors;

g) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

h) Recommend to the board, all remuneration, in whatever form, payable to senior management.

III. Stakeholders'' Relationship Committee

The Constitution of Stakeholders relationship Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Ashok Nagori	Chairman	Non-Executive and Independent Director
Mr. Hariom Sarda (Appointed w.e.f. 26/08/2022)	Member	Non-Executive and Independent Director
Mr. Raghuvir Prasad Goyal	Member	Non-Executive and NonIndependent Director
Mr. Aditya Gaur (Resigned w.e.f. 26/08/2022)	Member	Non-Executive and Independent Director

During the year under review, 1 (One) meetings of Stakeholder''s Relationship Committee were held on 02/03/2023.

Terms & Scope of Work of Committee:

a) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

b) Review of measures taken for effective exercise of voting rights by shareholders.

c) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

d) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

35. Familiarization Programme for Independent Directors:

The Company has practice of conducting familiarization Programme for Independent Directors of the Company.

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Company''s strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent

Directors: a program on how to review, verify and study the financial reports;

â¢ a program on Corporate Governance;

â¢ provisions under the Companies Act, 2013; and

â¢ SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a Director.

36. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism called "Whistle Blower Policy" with a view to provide a mechanism Directors and employees of the Company to raise concerns of any violations of any legal or regula requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy prov adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman ol Audit Committee in exceptional cases.

No Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The details of the Policy have been posted on the Company''s website https://www.integratedpersonnelservices.com/

37. Corporate Governance Report

The Company being Listed on SME Platform of NSE, the provisions of Corporate Governance are not applicable to the Company. Non-Applicability of submission of Report on Corporate Governance is given in Annexure D.

38. Listing of securities

The equity shares of the Company are listed on NSE emerge platform with security ID/symbol of IPSL. The ISIN for equity shares is INE02EE01019. The Company confirms that the annual listing fees to the stock exchange for the Financial Year 2022-23 have been paid.

39. Internal Auditors

The Board of Directors at their meeting held on 02^nd May, 2023 appointed M/s Leela Fintech Services LLP, as internal auditor for the Financial Year 2023-24.

40. Management Discussion and Analysis Report

41. Insider Trading

42. CFO Certification:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure F.

43. Acknowledgment

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the customers, employees, banks, Government authorities, vendors, consultants and members during the year under review.

BY ORDER OF THE BOARD,

For INTEGRATED PERSONNEL SERVICES LIMITED

PLACE: Mumbai TARANG RAGHUVIR GOYAL SANDEEP KAUR GOYAL

DATE: 01/09/2023 DIN: 01885882 DIN: 01724446

MANAGING DIRECTOR DIRECTOR

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Directors Report of Integrated Personnel Services Ltd.

1. FINANCIAL HIGHLIGHTS:

2. STATE OF COMPANYâS AFFAIRS:

Standalone:

Consolidated:

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIESACT, 2013:

4. DIVIDEND:

5. MATERIAL CHANGES OCCURRED DURING THE FINANCIAL YEAR 2024-2025:

a. APPROVAL FOR SUBSCRIPTION OF MEMORANDUM OF ASSOCIATION &ARTICLES OF ASSOCIATION:

b. CHANGE IN BOARD OF DIRECTORS AND KEY MANGAGERIAL PERSONNEL(KMP):

c. APPROVAL OF SECTION 180(1)(A). 180(11(0. 186 OF THE COMPANIES ACT, 2013:

d. APPROVAL OF SECTION 185 OF THE COMPANIES ACT. 2013:

6. MATERIAL CHANGES OCCURRED AFTER FINANCIAL YEAR 2024-25 TILL THEISSUANCE OF ANNUAL REPORT:

7. SHARE CAPITAL:

> AUTHORISED SHARE CAPITAL:

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Changes in Directors and Key Managerial Personnel:

Re - Appointment of Directors:

12. CHANGE IN THE NATURE OF BUSINESS:

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

16. MEETING OF THE BOARD OF DIRECTORS AND SHAREHOLDERS:

17. ANNUAL RETURN:

18. INTERNAL CONTROLS:

19. INTERNAL FINANCIAL CONTROLS:

20. STATUTORY AUDITORS:

21. SECRETARIAL AUDITOR:

22. INTERNAL AUDITOR:

23. BOARDâS COMMENT ON THE AUDITORâS REPORT:a.) Statutory Auditor:

b) Internal Auditor:

c) Secretarial Auditor:

24. PUBLIC DEPOSITS:

25. MAINTENANCE OF COST RECORDS:

26. RELATED PARTY TRANSACTIONS:

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

(? in Lakhs)

28. CORPORATE SOCIAL RESPONSIBILITY:

29. MANAGERIAL REMUNERATION:

30. DIRECTORâS RESPONSIBILITY STATEMENT:

31. ANNUAL SECRETARIAL COMPLIANCE REPORT:

32. CORPORATE GOVERNANCE REPORT:

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

34. INSIDER TRADING:

35. CFO CERTIFICATION:

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

37. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

38. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

39. COMPLIANCE WITH SECRETARIAL STANDARDS:

40. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

41. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

42. MATERNITY BENEFIT:

44. INFORMATION TO SHAREHOLDERS:

a) Annual General Meeting - Date, Time, Venue

b) Re - Appointed of Director

d) Stock Code:

1. Financial Summary of the Company

2. State of the Company''s affairs Standalone:

Consolidated:

3. Transfer to Reserves

4. Dividend

5. Change in the nature of Business

6. Material Changes and commitments affecting the Financial position of the Company

7. Share Capital

8. Subsidiaries, Associates and Joint Venture

9. Statutory Auditor & Audit Report

10. Secretarial Auditor:

Annual Secretarial Compliance Report

11. Reporting of fraud, comments by board on every qualification, reservation, adverse remark or disclaimer

12. Details of Directors or Key Managerial Personnel Board of Directors

Key Managerial Personnel

13. Meeting of Independent Director

14. Annual Evaluation of performance of the Board

15. Deposits

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

Foreign exchange earnings and Outgo:

17. Extract of Annual Return

18. Particulars of Contracts or Arrangements Made with Related Parties

19. Business Risk Management

20. Corporate Social Responsibility

21. Number of meetings of the Board

22. Directors'' Responsibility Statement

2. STATE OF COMPANYâS AFFAIRS:

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES
ACT, 2013:

a. APPROVAL FOR SUBSCRIPTION OF MEMORANDUM OF ASSOCIATION &
ARTICLES OF ASSOCIATION:

b. CHANGE IN BOARD OF DIRECTORS AND KEY MANGAGERIAL PERSONNEL
(KMP):

6. MATERIAL CHANGES OCCURRED AFTER FINANCIAL YEAR 2024-25 TILL THE
ISSUANCE OF ANNUAL REPORT:

23. BOARDâS COMMENT ON THE AUDITORâS REPORT:
a.) Statutory Auditor:

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

30. DIRECTORâS RESPONSIBILITY STATEMENT: