Directors Report of Meta Infotech Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 27^th 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 Thousands)

particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Revenue from Operations	21,88,235.83	15,21,331.91
Other Income	11,943.15	13,594.72
Total income	22,00,178.97	15,34,926.64
Total Expenses	19,73,335.26	13,94,595.52
Profit/ (Loss) Before Prior Period & Extraordinary items and taxes	2,26,843.72	1,40,331.12
Prior Period Expenses	2,295.93	4,647.03
Profit/ (Loss) Before Extraordinary items and taxes	2,24,547.79	1,35,684.09
Extraordinary Item- Loan written off	22,959.29	-
Profit Before Tax	2,01,588.50	1,35,684.09
Current Tax	59,640.30	35,998.77
Short/(Excess) Provision for earlier year Taxes	-	-
Deferred Tax	(1,194.44)	(2,088.79)
Profit/(Loss) after Tax	1,43,142.64	1,01,774.11
Earnings per share (Basic/Diluted) before Extra-ordinary items	8.12	5.77
Earnings per share (Basic/Diluted) after Extra ordinary items	9.42	5.77

2. STATE OF COMPANY''S AFFAiRS:

During the year under review, the Company has achieved/generated a total income of Rs 22,00,178.97 (in
thousands) in the financial year 2024-2025 as compared to Rs. 15,34,926.64 (in thousands) in the financial
year 2023-2024. The Company has earned a Profit after tax of Rs. 1,43,142.64 (in thousands) in the financial
year 2024-2025 as compared to Rs. 1,01,774.11 (in thousands) 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:

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 2024-2025:

a. coNvERSioN FRoM pRivATE LIMITED To puBLic LIMITED coMpANY:

The Board of Directors of the Company at their meeting held on 23^rd July, 2024 has approved the
conversion of company from Private Limited to Public Limited Company and the same was approved
by shareholders at the Extraordinary General Meeting (EOGM) held on 24^th July, 2024.

Pursuant to above Company was changed from "META INFOTECH PRIVATE LIMITED" to "META
INFOTECH LIMITED" vide a fresh certificate of incorporation consequent upon conversion from private
company to public company dated September 02, 2024 issued by the Registrar of Companies, CPC,
bearing CIN U72100MHI998PLCI 17495.

b. MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY:

The Board of Directors of the Company at their meeting held on 23^rd August, 2024 has adopted a new
set of Memorandum of Association and Articles of Association of the Company and the same was
adopted by shareholders at the Extraordinary General Meeting held on 16^th September, 2024.

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

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

Sr. No.	Name of Directors and kmp	Appointment/ Resignation/ Regularization/ Change in Designation	Designation	Type of Meeting in which Appointment/ Resignation/ Regularization/ Change in Designation was done	Date of Appointment/ Resignation/ Regularization
a.	Mr. Ashish Bakliwal	Appointment	Director (Independent Non -Executive)	Extraordinary General Meeting	16/09/2024
b.	Mrs. Anamika Ajmera	Appointment	Director (Independent Non -Executive)	Extraordinary General Meeting	16/09/2024
c.	Mr. Praveen Kumar Sambarapu	Appointment	Director (Professional Non -Executive)	Extraordinary General Meeting	16/09/2024
d.	Mr. Rama Krishna Kishore Achuthani	Appointment	Director (Professional -Executive)	Extraordinary General Meeting	16/09/2024
e.	Mr. Vineet Kailash Saraf#	Appointment	Chief Financial Officer	Board Meeting	27/09/2024
f.	Mrs. Mansi Chintan Sheth	Appointment	Company Secretary	Board Meeting	03/10/2024
g.	Mr. Venu Gopal Peruri	Change in Designation	Chairman & Managing Director	Extraordinary General Meeting	21/10/2024
h.	Mr. Mohammed Laeek Golandaz	Change in Designation	Whole-time Director	Extraordinary General Meeting	21/10/2024
i.	Mr. Rama Krishna Kishore Achuthani	Change in Designation	Whole-time Director	Extraordinary General Meeting	21/10/2024

# Mr. Vineet Kailash Saraf has resigned from the position of Chief Financial Officer w.e.f. 31st March,
2025.

d. Approval OF SECTION 180(1)(A), 180(1)(C), 186 OF THE COMpANIES ACT, 2013:

The Board of Directors at their meeting held on 21^st October, 2024 and Shareholders at their meeting
held on 21^st October, 2024 has obtained approval for increasing borrowing powers and inter -corporate
loans & investments up to Rs. 100 Crores under Section 186, Section 180(1)(a) and 180(1)(c) of the
Companies Act, 2013 and the rules made thereunder.

e. iSSUE AND ALLOTMENT OF BONUS SHARES:

The Board of Directors of the Company at their meeting held on 22^nd November, 2024 and Extraordinary
General Meeting held on 22^nd November, 2024 has issue bonus shares to the existing shareholders in
the proportion of 22 equity shares for every 1 equity shares held by the shareholders as on the record
date on i.e. 22^nd November, 2024.

The Board of Directors of the Company at their meeting held on 22^nd November, 2024 has allotted the
bonus shares to the existing shareholders.

f. APPROVAL OF iNiTiAL PUBLiC OFFER:

The Board of Directors of the Company at their meeting held on 6^th December, 2024 and Extraordinary
General Meeting held on 6th December, 2024 has approved the issue of initial public offer of 49,80,000
including fresh issue of 12,45,000 equity shares and offer for sale up to 37,35,000 having face value of
Rs. 10/- each.

6. MATERiAL cHANGES OccuRRED After FINANcIAL Year 2024-25 Till The Issuance OF ANNuAL
REPORT:

a. The Company has appointed Mr. Paresh Sureshchandra Soni as Chief Financial Officer of the Company
w.e.f. 1^st April, 2025 at the board meeting held on 15^th April, 2025;

b. Mr. Vadivelan Sankar Vadivelan resigned as Chief Technical Officer w.e.f. on 2^nd June, 2025 and Mr.
Gaurav Vinod Sharma was appointed as the Team Lead-Technical w.e.f. 2^nd June, 2025 in the category
of Senior Managerial Personnel at the board meeting held on 2^nd June, 2025.

c. The Company has appointed Mrs. Komal Toshniwal as Company Secretary of the Company w.e.f. 2^nd
June, 2025 and Mrs. Mansi Sheth resigned as Company Secretary of the Company w.e.f. 2^nd June, 2025
at the board meeting held on 2^nd June, 2025;

d. The Company approved the financial statements and auditors report for the Financial Year 2024-2025
at the Board meeting held on 13^th June, 2025;

e. The Company has appointed M/s. Soni Punit & Associates as Internal Auditor of the company for the
Financial Year 2025-2026 at the board meeting held on 13^th June, 2025;

f. The Company paid up share capital has increased from Rs. 17,63,64,000/- to Rs. 18,88,14,000/-
(Rupees Eighteen Crores Eighty-Eight Lakhs Fourteen Thousand Only) divided into 1,88,81,400 (One
Crore Eighty-Eight Lakhs Eighty-One Thousand Four Hundred) Equity Shares of Rs. 10/- each at the
board meeting held on 9^th July, 2025.

g. Company listed its shares on BSE SME platform on 11^th July, 2025.

7. SHARE cApiTAL:

a. AuTHORiSED SHARE cAPiTAL:

The authorized Share Capital of the Company as on 31^st March, 2025 was Rs. 25,00,00,000 /- (Rupees
Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs. 10/-
each.

The authorized Share Capital of the Company was increased from Rs. 1,00,00,000/- to Rs, 25,00,00,000/-
at the Board Meeting and Extraordinary General Meeting held on 23^rd August, 2024 and 16^th September,
2024.

b. pAiD up SHARE capITAL:

The Paid-up Equity Share Capital of the Company as on 31^st March, 2025 was Rs. 17,63,64,000/-
(Rupees Seventeen Crores Sixty-Three Lakhs Sixty-Four Thousand Only) divided into 1,76,36,400 (One
Crore Seventy-Six Lakhs Thirty-Six Thousand Four Hundred) Equity Shares of Rs. 10/- each.

The Board of Directors of the Company at their meeting held on 22^nd November, 2024 and Extraordinary
General Meeting held on 22^nd November, 2024 has issued bonus shares to the existing shareholders in
the proportion of 22 equity shares for every 1 equity shares held by the shareholders as on the record
date on i.e. 22^nd November, 2024.

The Board of Directors of the Company at their meeting held on 22^nd November, 2024 has allotted the
bonus shares to the existing shareholders.

8. SPLIT OF SHARE CERTIFICATES ANDTRANSFER OF SHARES:

During the financial year, the Company had split 500 shares held by Mr. Nagesh Peruri at the Board Meeting
held on 24^th July, 2024. And during the year, transfer of equity shares was approved by the Board for the
shares held in by the shareholders in physical/demat mode.

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

The Company does not have any subsidiary/joint venture/associate companies.

However, the Company has two group companies namely M/s Meta Information Systems Private Limited
and M/s Niva Technologies Private Limited.

10. directors and key managerial personnel (kmp):

Your Company has a broad-based Board of Directors with composition of Non-Executive, Executive
and Independent Directors in compliance with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as well as the Companies Act, 2013. The composition of Board of Directors as on March
31.2025 is as follows:

Sr.No.	Name of Directors	Designation
1.	Mr. Venu Gopal Peruri	Managing Director and Chairman
2.	Mr. Mohammed Laeek Golandaz	Whole-time Director
3.	Mr. Rama Krishna Kishore Achuthani	Whole-time Director
4.	Mr. Praveen Kumar Sambarapu	Non-Executive Director
5.	Mr. Ashish Bakliwal	Non-Executive and Independent Director
6.	Mrs. Anamika Ajmera	Non-Executive and Independent Director
7.	Mr. Vineet Kailash Saraf $$	Chief Financial Officer
8.	Mrs. Mansi Sheth ##	Company Secretary and Compliance Officer

$$ resigned on:_ 31^st March, 2025
## resigned on:_ 2^nd June, 2025

• changes in Directors:

a. Mr. Ashish Bakliwal and Mrs. Anamika Ajmera were appointed as Director (Non Executive
Independent Director) w.e.f. 16^th September, 2024;

b. Mr. Praveen Kumar Sambarapu was appointed as Director (Non-Executive Non Independent
Director) w.e.f. 16^th September, 2024;

c. Mr. Rama Krishna Kishore Achuthani was appointed as a Director (Professional Executive Director)
w.e.f. 16^th September, 2024;

d. Mr. Bhaskar Peruri resigned from the post of Directorship of the Company w.e.f. 26^th September,
2024;

e. Mr. Venu Gopal Peruri was appointed as Chairman & Managing Director of the Company w.e.f. 21^st
October, 2024;

f. Mr. Mohammed Laeek Golandaz was appointed as Whole Time Director of the Company w.e.f. 21^st
October, 2024;

g. Mr. Rama Krishna Kishore Achuthani was appointed as Whole Time Director of the Company w.e.f.
21^st October, 2024.

• changes in KMp:

h. Mr. Vineet Kailash Saraf was appointed as Chief Financial Officer of the Company w.e.f. 27^th
September, 2024 and resigned on 31^st March, 2025;

i. Mr. Paresh Sureshchandra Soni was appointed as Chief Financial Officer of the Company w.e.f. 1^st
April, 2025;

j. Mrs. Mansi Chintan Sheth was appointed as Company Secretary of the Company w.e.f. 3^rd October,
2024 and resigned on 2^nd June, 2025;

k. Mrs. Komal Toshniwal was appointed as Company Secretary of the Company w.e.f. 2^nd June, 2025.

• Changes in SMP:

l. Mr. Vadivelan Sankar Vadivelan was appointed as Chief Technical Officer w.e.f. 9^th October, 2024
and resigned on 2nd June, 2025;

m. Mr. Gaurav Vinod Sharma was appointed as the Team Lead-Technical w.e.f. 2^nd June, 2025

• Re - Appointment of Directors:

n. Mr. Mohammed Laeek Golandaz, Whole Time 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 provided as part of the notice.

11. CHANGE iN THE NATURE OF BUSiNESS:

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

However, the company has amended its object clause by addition of a new clause to elaborate the business
of the Company at the Extraordinary General Meeting held on 16^th September, 2024.

12. PARTiCULARS oF LoANS, GuARANTEES or iNVESTMENTS:

During the year under review, the Company has not given any loan to any person or other body corporate, not
given any guarantee or provided any security in connection with a loan to any other body corporate or person
and not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate

13. composition of board COMMiTTEES:

The Board of Directors at the meeting held on 23^rd September, 2024 has constituted 4 (Four) Committees:
namely Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee. 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 Company has constituted Audit Committee, in alignment with provisions of Section 177 of the
Companies Act, 2013 and other applicable provisions and entrusted with the role and responsibility as
per terms in line with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations,
2015, as amended.

The Committee met Five (5) times during the financial year on 25^th September, 2024, 22^nd November,
2024, 6^th December, 2024, 10^th December, 2024 and 5^th March, 2025 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 Meetings Attended
		25th September, 2024	22nd November, 2024	6th December, 2024	10th December, 2024	5th March, 2025
Mr. Ashish Bakliwal	Chairperson (Independent Director)	Yes	Yes	Yes	Yes	Yes	5	5
Mrs. Anamika Ajmera	Member (Independent Director)	Yes	Yes	Yes	Yes	Yes	5	5
Mr. Venu Gopal Peruri	Member (Chairman & Managing Director)	Yes	Yes	Yes	Yes	Yes	5	5

B) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of the Company is constituted in accordance with
the section 135 of the Companies Act, 2013 and comprises of three qualified members (i.e. 1 Non¬
Executive Independent Directors and 2 Executive Director).

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

The Committee met once (1) times during the financial year on 18^th March, 2025. The necessary
quorum was present at the meeting.

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

Name of the Members	Category	No. Meetings Entitled to Attend	No. of Meetings Attended
		18th March, 2025
Mr. Venu Gopal Peruri	Chairman (Chairman & Managing Director)	Yes	1	1
Mr. Mohammed Laeek Golandaz	Member (Whole-Time Director)	Yes	1	1
Mr. Ashish Bakliwal	Member (Independent Director)	Yes	1	1

C) NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted Nomination & Remuneration Committee, in alignment with provisions
of Section 178 of the Companies Act, 2013 and other applicable provisions and entrusted with the
responsibility as per terms in line with applicable provisions of the Companies Act, 2013, SEBI Listing
Regulations, 2015, as amended and other applicable regulations, if any. Nomination and Remuneration
Policy is hosted on the website of the Company i.e. www.metainfotech.com.

Link:https://www.metainfotech.com/wp-content/uploads/2024/11/1.-Nomination-and-

Remuneration-Policy.pdf

The Committee met two (2) during the year on 25^th September, 2024 and 21^st October, 2024. 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
		25th September, 2024	21st October, 2024
Mr. Ashish Bakliwal	Chairperson (Independent Director)	Yes	Yes	2	2
Mrs. Anamika Ajmera	Member (Independent Director)	Yes	Yes	2	2
Mr. Praveen Kumar Sambarapu	Member (Non-Executive Director)	Yes	Yes	2	2

D) STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholders Relationship Committee, in alignment with provisions of
Section 178 of the Companies Act, 2013 and other applicable provisions and entrusted with the roles
and responsibility as per terms in line with applicable provisions of the Companies Act, 2013 and SEBI
Listing Regulations, 2015, as amended. The Company has designated the e-mail ID: cs@metainfotech.
com exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is
displayed on the Company''s website i.e. www.metainfotech.com.

The Company was not listed on any stock exchange and had less than 1,000 shareholders during the
financial year 2024-25. There were no investor complaints pending as on March 31, 2025.

E) INDEPENDENT DIRECTORS MEETING:

Independent Directors met once during the year on 25^th March, 2025 and was attended by both
Independent Directors.

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

14. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the
Company has maintained a functional website containing basic information about the Company. The website
of the Company is containing information like Policies, Shareholding Pattern, Financial and information of
the designated officials of the Company who are responsible for assisting and handling investor grievances
for the benefit of all stakeholders of the Company etc.

15. declaration given by independent directors:

All Independent Directors have given declarations that they meet the criteria of independence as laid down
in Section 149(6) of the Companies Act, 2013 and applicable SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Further, the Independent Directors have also submitted their declaration in compliance with the provision
of Rule 6 (3) of Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the
inclusion of an Independent Director''s name in the data bank of Indian Institute of Corporate Affairs ("IICA")
for a period of one year or five years or life time till they continue to hold the office of an independent
director.

None of the directors of your Company are disqualified under the provisions of Section 164 (2) of the
Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions
of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

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	17.05.2024	3	2
2	08.07.2024	3	2
3	15.07.2024	3	2
4	23.07.2024	3	2
5	24.07.2024	3	2
6	31.07.2024	3	2
7	23.08.2024	3	2
8	23.09.2024	7	3
9	27.09.2024	6	6
10	21.10.2024	6	3

Sr. No.	Date of meeting	Board Strength	No. of Directors present
11	22.11.2024	6	6
12	22.11.2024	6	6
13	06.12.2024	6	6
14	10.12.2024	6	5
15	12.12.2024	6	6
16	05.03.2025	6	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	Extraordinary General Meeting	24.07.2024	2
2	Extraordinary General Meeting	16.09.2024	5
3	Annual General Meeting	30.09.2024	5
4	Extraordinary General Meeting	21.10.2024	5
5	Extraordinary General Meeting	22.11.2024	5
6	Extraordinary General Meeting	28.11.2024	5
7	Extraordinary General Meeting	06.12.2024	5

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 Company''s website at www.metainfotech.com
(weblink: https://www.metainfotech.com/wp-content/uploads/2025/09/Annual-Return-2024-25.pdf).

18. INTERNAL FINANCIAL CONTROLS:

Pursuant to Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has an adequate internal
financial control system commensurate with the size of its business operations.

19. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s. R K Jagetiya
& co, Chartered Accountants, (FRN 146264W), were appointed as Statutory Auditors of the Company at
their 25^th Annual General Meeting of the Company held on 30^th September, 2023 to hold office for a period
of 5 (five) consecutive years commenced from the conclusion of the 25^th Annual General Meeting till the
conclusion of the 30^th Annual General Meeting of the Company to be held for the financial year 27-28 and
will continue to hold office till the year ended 31^st March 2028.

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

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

The Auditor''s Report doesn''t contain any information in relation to fraud.

20. Internal AuDiToR:

As the company was proposed to be listed and therefore to comply the provisions of Section 138 of
Companies Act, 2013 and rules made thereunder M/s Sonia Kachhela & Co., Chartered Accountants was
appointed as an Internal Auditor of the Company for the FY 2024-25 at the Board meeting held on November
22, 2024.

The Internal Audit Report issued by M/s. Sonia Kachhela & Co., Chartered Accountants, for the financial year
2024-2025 is self explanatory without any audit observation.

21. SECRETARIAL AUDITORS:

During the year, the Company do not require to appoint Secretarial Auditor Pursuant to the provisions of
Section 204 of the Companies Act, 2013.

As per the provisions of Reg 15(2) of SEBI (LODR) Regulations, 2015 the company being a SME company is
not required to conduct secretarial audit as per Reg 24A of the SEBI (LODR) Regulations, 2015.

However, the Company has appointed Mrs. Riddhi Krunal Shah, Practising Company Secretary (Peer Review
No. 2037/2022) as Secretarial Auditors of the Company pursuant to provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 for a term of five years subject to approval of the Members at the ensuing Annual General Meeting.

22. BOARD''S COMMENT ON THE AUDITOR''S 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:

The management has replied on the observations made by the internal auditor. The changes suggested
by the internal auditor will be taken care from the current financial year.

23. 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.

24. MAINTENANcE OF cOST REcORDS:

The Company is not required to maintain Cost Records as specified by the Central Government under
Section 148 (1) of the Companies Act, 2013.

25. RELATED pARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis
and were in the ordinary course of Company''s business. The Company has not entered into any contract,
arrangement or transaction with any related party which could be considered as material as defined under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Related party transactions under Indian Accounting Standard - Ind AS 18 are disclosed in the notes to the
financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of
the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as "Annexure A" to this report.

26. conservation OF Energy, TEcHNOLOGY ABSORpTION AND FOREIGN EXcHANGE EARNINGS AND
OuTGO:

Since the Company does not own any manufacturing facility, the other particulars relating to conservation
of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable
however same is annexed as "Annexure B."

27. cORpORATE SOcIAL RESpONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year under review are set out in "Annexure - c".

The CSR policy is available on the website of the Company i.e. www.metainfotech.com.

28. BOARD EVALUATION:

During the year, since the Company was an unlisted Public Company having a paid-up share capital less than
Rs. 25 crores therefore the provisions of section 134(3) (p) of the Companies Act, 2013 are not applicable
to the Company.

29. MANAGERIAL REMUNERATiON:

During the year, there was no employee in receipt of remuneration in excess of the limits prescribed under
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, except
Mr. Venu Gopal Peruri, Managing Director, who received remuneration of ?1,08,00,000/- per annum plus
perquisites as per the terms of his appointment. The said remuneration was approved by the members at
the Extraordinary General Meeting held on October 21, 2024.

The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5 (1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as
"Annexure D" and forms part of this Report.

30. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Board of Directors of the Company confirm that-

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

b) 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 have prepared the annual accounts on a going concern basis;

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

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

31. vigil mechanism / whistle blower policy:

The Company has implemented a Vigil Mechanism Policy to deal with instances of fraud and mismanagement,
if any. The policy also provides for adequate safeguards against victimization of persons who use such
mechanism and makes provision for direct access to the chairperson of the Audit Committee in all cases.
There were no complaints received during the year 2024-25.

The details of the Policy have been posted on the Company''s website www.metainfotech.com.

32. INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulations, 2018, the Company has adopted Code of Conduct
for Fair Disclosures of Un-published Price Sensitive Information and Regulating, Monitoring and Reporting
of Trading by Designated Persons to deter the insider trading in the securities of the Company based on the
Un-published Price Sensitive Information. The Company Secretary is the Compliance Officer for monitoring
adherence to the said Regulations and has laid down an effective monitory system for the said purposes.

The details of the Code of Conduct have been posted on the Company''s website www.metainfotech.com

33. 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 ''Annexure - E'' to the Directors Report.

34. STATEMENT INDICATING DEVELoPMENT AND IMPLEMENTATioN oF RISK MANAGEMENT PoLICY:

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non¬
business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate
the same through a properly defined framework.

35. COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards
(SS) issued by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to
Meetings of the Board, its Committees and General Meeting, which have mandatory application during the
year under review.

36. 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.

37. prevention of SEXuAL Harassment at workplace:

The Company is committed to providing a safe and conducive work environment to all of its employees
and associates. The Company has created the framework for individuals to seek recourse and redressal
to instances of sexual harassment. The Company has in place a Policy in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH,
2013).

The policy formulated by the Company for prevention of sexual harassment is available on the website of
the Company at www.metainfotech.com.

The Company has complied with the provision relating to the constitution of Internal Complaints Committee
under POSH, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year
2024-2025:

particulars	Number of complaints
Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed- off during the year	NIL
Number of cases pending for more than ninety days	NIL

38. 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 are 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 Company''s operations in future.

39. 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.

40. compliance with THE MATERNITY BENEFIT act, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and
supportive workplace for women employees. All eligible women employees are provided with maternity
benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks,
and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter
of the legislation.

41. FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

During the year under review, the Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Companies Act, 2013.

42. registrar and Share Transfer agent:

During the year under review, KFIN Technologies Limited was the Registrar and Transfer Agent of the
Company.

43. Information TO SHAREHOLDERS:

a) Annual General Meeting - Date, Time, Venue

Annual General Meeting	27th Annual General Meeting
Day & Date	Monday, 29th September, 2025
Time	04:00 p.m. IST
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 is mentioned as part of the
notice of this AGM.

c) Listed on Stock Exchange:

The Company is listed on BSE SME Platform.

d) Stock Code:

BSE Scrip Name: METAINFO

BSE Script Code: 544441

Depository Connectivity: NSDL & CDSL

ISIN Number for equity shares of the Company: INE162901016

e) Dematerialization of Shares:

As on March 31, 2025, 1,76,36,400 Equity Shares were held in dematerialized form with NSDL and
CDSL. The 100% shareholding of Promoters & Promoters Group and Public Group is in dematerialised
form in compliance with Regulation 31(2) of the Listing Regulations.

44. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124(6) of the Companies Act, 2013, all shares in respect of which Dividend has not been
paid or claimed for seven consecutive years or more shall be transferred by the company in the name of
Investor Education and Protection Fund ("IEPF").

However the company has not declared any dividend in last seven years pursuant to which transferring
unclaimed shares / dividend is not applicable to the Company.

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 of
META INFOTECH LIMITED

Venu Gopal Peruri Mohd Laeek Golandaz

Managing Director Whole time Director

DIN:01179369 DIN :07937438

Date: 28.08.2025
Place: Mumbai

---

Mar 31, 2024

Your Directors have pleasure in presenting the 26^th Annual Report of your Company together with
the Audited Account for the year ended 31^st March 2024.

FINANCIAL RESULTS:

(Rs in Thousands)

Particulars	2023-24	2022-23
Total Income	15,34,926.64	10,95,518.41
Less: Total Expenses Profit Before Exceptional & Extraordinary Items &	13,94,595.52 1,40,331.12	10,23,797.05 71,721.36
Tax Extraordinary item - Gratuity provision of earlier years	(4,647.03)	0.00
Profit Before Tax	1,35,684.09	71,721.36
Less: Tax Expenses	33,909.98	18,286.11
Profit After Tax	1,01,774.11	53,435.26

1. COMPANY PERFORMANCE

During the year under review, the revenue from operation was Rs. 15,21,331910 (previous year Rs.
10,84,123360). Profit aftertax in this year was Rs. 1,01,774110 (Previous year was Rs.53,435260).

₂. msCI.OSURES OF AMOUNTS. IF ANY. TRANSFER TO ANY RESERVES

Rs. 10,17,74,110 has been transferred to General Reserves.

3. DIVIDEND

In order to conserve resources incurred by the Company, the Board does not recommend any final
dividend for the financial year ended 31^st March, 2024.

4. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE
YEAR/STATE OF COMPANY’S AFFAIR

The Company is engaged in the business of software service provider as well as company is also
engaged into providing full cyber security solution including buying and selling of software
product. There has been no change in the business of the Company during the financial year ended
31^st March, 2024.

5. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL
POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred
between the ends of the financial year to which this financial statement relate on the date of this
report.

6. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or an Associate Company.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Section 152(6) and other applicable provisions of the Act and the rules made
there under and the Articles of Association of the Company, Mr. Venu Gopal Peruri (DIN:
01 179369) Executive Director of the Company is liable to retire by rotation at the ensuing Annual
General Meeting (‘ AGM’) and being eligible, has offered himself for re-appointment.

There is no Key Managerial Personnel in the Company.

8. DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 pertaining to the appointment of Independent Directors are not
applicable on the Company.

9. NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board met 5 times namely on 18/05/2023, 21/07/2023,
22/09/2023, 12/12/2023 and 31/03/2024.

10. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your

Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures, if any;

2. They 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 as at 31^st March, 2024 and of its Profit for the year
ended on that date;

3. They had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; and

4. They had prepared the annual accounts for the year ended 31^st March, 2024 on a ‘accrual’
basis; and

5. 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; and

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

11. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT

OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration

Committee are not applicable to the Company.

12. ISSUE OF SHARES

During the year there is no changes in the Share capital of the company. The paid up equity capital

as at March 31, 2024 stands 76,68,000. Authorised Share Capital is Rs. 1,00,00,000 (Rupees One

Crore only). During the year under review the Company has not issued fresh equity shares.

A) Issue of equity shares with differential rights - None

B) Issue of sw''eat equity shares - None

C) Issue of employee Stock options - None

D) Provision of money by company for purchase of its own shares by employees or by trustees for

the benefit of employees.

13. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

There was no loan given or guarantee given or investment made or security provided pursuant to
Section 186 of the Companies Act, 2013 during the year under review except the continuing loans
which were provided in past.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES MAKE PURSUANT TO SECTION 188 OF THE COMPANIES ACT. 2013

Details of each of the related party transaction as per Section 188 of the Companies Act 2013
entered into by the Company during the year under review are annexed herewith in Form AOC-2
as “Annexure A”.

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

Since the Company does not own any manufacturing facility, the other particulars relating to
conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules,
2014 are not applicable however same is annexed as “Annexure B.”

16. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has
not come across any element of risk which may threaten the existence of the Company.

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

It is the continuous endeavor of the Company to create and provide an environment to all its
employees that is free from discrimination and harassment including sexual harassment. During
the year ended 31^st March, 2024, no complaints pertaining to sexual harassment was received by
the Company.

The Company has formed Internal Complaint Committee as required under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during
the year 2023-24:

Particulars	Number of Complaints
Number of complaints received	NIL
Number of complaints disposed off	NIL

18. CORPORATE SOCIAL RESPONSIBILITY

During the year, the Company made a contribution of Rs. 10,11,000/- as a part of its CSR activity.
A detailed list of the CSR expenditure made is annexed herewith as “Annexure C.”

19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company. Hence,
disclosure pursuant to Section 177 (8) of the Companies Act, 2013 is not required.

20. VIGIL MECHNAISM POLICY

The provisions of Section 177 (9) & (10) of the Companies Act, 2013 is not applicable to the
Company. Hence, disclosure pursuant to Section 177 (9) & (10) of the Companies Act, 2013 is not
required.

21. DEPOSITS

The Company has not accepted any deposits from the public and as such there are no outstanding
deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

22. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014

The details of employee(s) in receipt of remuneration exceeding the limits specified under Rule 5
(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is not
applicable to the company.

23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE
REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would
impact the going concern status of the Company and its future operations. Hence, disclosure
pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8
(5) (Viii) OF COMPANIES (ACCOUNTS) RULES. 2014:

The Company has an adequate Internal financial control system, commensurate with the size of its
business operations.

25. ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2024 in the Form MGT-7 in accordance
with the provisions of Section 92 (3), read with Section 134(3)(a) of the Companies Act, 2013
("Act”), and the Companies (Management and Administration) Rules 2014 is hosted on the website
of the Company and can be accessed at

26. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s. R K
Jagetiya & Co, Chartered Accountants, (FRN 146264W), were appointed as Statutory Auditors of
the Company and will continue to hold office till the year ended 31^st March 2028.

27. SECRETARIAL AUDIT REPORT

The provisions of Section 204 of the Companies Act, 2013 relating to submission of Secretarial
Audit Report is not applicable to the Company.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report.

29. REPORTING OF FRAUDS

During the year under review, there have been no frauds reported by the Statutory Auditors of the
Company.

30. VALUATION:

There has been no instance of one-time settlement with Bank/Financial Institution and hence, the
disclosure regarding difference in valuation is not required.

31. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY:

During the year under review, the Company has not made any application nor any proceeding
pending against the Company under the Insolvency and Bankruptcy Code, 2016.

32. COST RECORDS:

The Central Government has not mandated maintenance of cost records as required under section
148(1) of the Companies Act, 2013, in relation to the business operations of the Company.

33. SECRETARIAL STANDARDS:

The Company has Compiled with the applicable requirements as prescribed under the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the
relevant provisions of the Companies Act, 2013 and Circulars/Notifications issued by Ministry of
Corporate Affairs in this regard.

34. ACKNOWLEDGEMENT

Your Directors record their appreciation for the full co-operation received from the banks, other
agencies and departments. The Directors are also thankful to staff and workers for their sincere co¬
operation and performance.

FOR AND BEHALF OF THE BOARD

v''i(

Venu G^pal Peruri Mohd Laeek Golandaz

Director '' Director

DIN: 01179369 DIN: 07937438

Place: Mumbai

Dated: 27^th September, 2024.