Directors Report of Plada Infotech Services Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 15^th Annual Report of your Company together with the
Company''s Audited Standalone Financial Statements and Auditor''s Report of your Company for the
financial year ended on 31^st March, 2025.

1. CORPORATE OVERVIEW AND BACKGROUND:

Plada Infotech Services Limited is a leading provider of Business Process Outsourcing (BPO)
services with a focus on delivering end- to-end solutions. Our company specializes in areas such
as Account Management, Merchant Acquisition, Field Support, E-commerce, Business
Correspondence, Recruitment and Payroll Management Software Solutions and Technology
development. Operating from multiple locations across India, our team of experienced
professionals offers tailored services that cater to the specific needs of businesses, helping them
achieve their goals effectively. We leverage technology to enable clients in more than 212 cities
& towns to create and execute strategies for digital transformation.

As India grows digitally and consumers transact online, the demand for services within this
domain will grow exponentially. We look forward to being at the core of this growth. We are
currently strategically placed to emerge as the leaders in the Merchant Acquisition space,
effectively by enhancing and expanding our service offerings. This value remains continuous in
our thoughts, a defined intention across. Everyone deserves respect, transparency, and honesty
- the three pillars. We are a well-equipped and a well-researched organization which believes
in analysing data driven statistics for growth. At Plada we are already well prepared to scale our
services exponentially and excel in this ever growing digitally empowered Indian landscape. We
aim to bring immeasurable value to every single Indian by making them a part of our nations
growth story.

2. KEY FINANCIAL HIGHLIGHTS:

The Financial Results for the year ended March 31, 2025 and the Corresponding Figure for the
previous year are as under:

Particulars	Standalone		Consolidated
	(Amount in	Rs. Lakhs)	(Amount in Rs. Lakhs)
	2024-25	2023-24	2024-25	2023-24
Total Revenue	6750.19	6,368.44	6771.69	6,387.17
Total Expenditure	6494.40	6,083.44	6515.14	6,097.21
Profit Before Exceptional & Extraordinary items & tax	255.79	285.00	256.55	289.96
Prior Period Items	-	-	-	-
Profit Before Taxes	255.79	285.00	256.55	289.96
Less : Current Tax	36.84	26.26	36.84	18.15
Less: Tax Expenses Earlier period	-	4.72	(2.63)	4.72
Less : Deferred Tax Liability / (assets)	32.75	1.79	33.96	1.76
Profit/ (Loss) for the year	186.20	252.23	188.38	265.33

Other Comprehensive Income	-	-	-	-
Total Other Compressive Income	-	-	-	-

The above figures are extracted from the audited standalone and consolidated financial statements
as per Indian Accounting Standards. Equity shares are at face value of Rs. 10/- per share.

3. STATE OF COMPANY''S AFFAIRS:

Your Directors are pleased to share the financial performance achieved by the Company during
socio-political turbulence in the World. During the FY2024-2025:

> Revenue from operations at 6771.69 lakhs in FY24-25 as compared to 6,387.17 lakhs in
FY23-24, translating to a growth of 6.02% on consolidated basis.

> PAT at 188.38 lakhs in FY24-25 as compared to 265.33 lakhs in FY23-24, decline of 29%
on consolidated basis.

> PAT at 186.20 lakhs in FY24-25 as compared to 252.23 lakhs in FY23-24, decline of
26.18% on standalone basis.

4. CAPITAL STRUCTURE:

Currently the Authorized Share Capital of the Company is 10,00,00,000/- (Rupees Ten Crores
only) divided into 1,00,00,000 (One Crore) equity shares of Rs. 10/- each and Paid-up capital is
Rs. 8,57,40,000/- (Rupees Eight Crores Fifty-Seven Lacs Forty Thousand Only) divided into
85,74,000 Equity shares of Rs. 10/- each.

5. TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the reserves by the Company.
Total amount of net profit is maintained in retained earnings.

6. DIVIDEND:

To strengthen the financial position of the Company and to augment working capital your
directors do not recommend declaring any dividend for the financial year 2024-25.

7. CHANGE IN NATURE OF BUSINESS:

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

8. SUBSIDIARY COMPANY OR JOINT VENTURE COMPANY OR ASSOCIATE COMPANY:

The Company has one Subsidiary Company and No Associate Company or Joint Venture
Company.

Sr. No	Company Name	CIN Number	TYPE
1.	UPHAAR CARDS PRIVATE LIMITED	U74999MH2013PTC239861	Subsidiary

Statement containing salient features of the financial statement of the subsidiary Company are
disclosed in ANNEXURE D.

9. ADEQUACY OF INTERNAL CONTROL SYSTEM:

Company has adequate Internal Financial Controls System over financial reporting which
ensures that all transactions are authorized, recorded, and reported correctly in a timely
manner. The Company''s Internal Financial Controls over financial reporting provides reasonable
assurance over the integrity of financial statements of the Company.

Company has laid down Standard Operating Procedures, Policies and procedures to guide the
operations of the business. Functional heads are responsible to ensure compliance with all laws
and regulations and also with the policies and procedures laid down by the management.

10. DEPOSITS:

The Company has neither accepted nor renewed any deposits from public during the year under
review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

As on 31^st March 2025, the company has no outstanding unsecured loan from the Directors.

11. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 185 and 186 OF THE
COMPANIES ACT, 2013:

Details of Loans given, Investments made and Guarantee given covered u/s 186 (4) of the
Companies Act, 2013 For the year ending on 31^st March, 2025 as follows: -

Name of the recipient	Amount (in Lakhs)	Nature	Purpose
Transmart Digital Pvt. Ltd	15.55	Loan Given	Business Purpose
Plada Services & Management Pvt. Ltd.	26.55	Loan Given	Business Purpose
JSD Courier Services Pvt Ltd	7.15	Loan Given	Business Purpose
Uphaar Cards Private Limited	21.22	Loan Given	Business Purpose

12. SHARE CAPITAL:

The Paid up Share capital of the Company at the end of financial year was 8,57,40,000/- (Rupees
Eight Crore Fifty-Seven Lakhs Forty Thousand Only) divided into 85,74,000 (Eighty-Five Lakhs
Seventy-Four Thousand) equity shares of 10/- each.

a. Buy Back of Securities: Company has not bought back any of its securities during the year
under review.

b. Sweat Equity: Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares: Company has not issued any Bonus Shares during the year under review.

d. Employees Stock Option Plan: Company has not issued any Employees Stock Option Plan
during the year under review.

e. Further Issue: Company has not undertaken any Further issue of Shares during the year under
review.

13. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit,
Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and
Protection of Investors) Rules, 2001, there was no unpaid/unclaimed dividends to be
transferred during the year under review to the Investor Education and Protection Fund.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of Board of Directors and KMP of the Company:

As on March 31, 2025 the Board has the following directors:

Sr. No.	Name of the Director and KMP	DIN	Designation
1	SHAILESHKUMAR DAMANI	01504610	Chairman & Managing Director
2	ANIL MAHENDRA KOTAK	05266836	Whole-time director
3	PRASANNA LOHAR	08518352	Non-Executive Independent Director
4	SUMITRA VINIT GOENKA	03205820	Non-Executive Independent Director
5	LAXMI BHAN RAJAN	10060218	Non-Executive Independent Director
6	ABHISHEK DINESH JAIN	—	Company Secretary
7	ANIL MAHENDRA KOTAK	—	Chief Financial Officer

During the year, there was no change in the Constitution of Board of Directors of the Company.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Anil Mahendra Kotak (DIN:
05266836), director, is liable to retire by rotation at the ensuing Annual General Meeting of the
Company and being eligible has offered himself for reappointment. Necessary resolution for his re¬
appointment is included in the Notice of AGM for seeking approval of Members. The Directors
recommend his re-appointment for your approval.

15. MEETINGS:

1) Board Meeting:

During the year under review, the following Board meetings were held and convened:

Sr.	Date of Board Meeting	Total Number of	Attendance
No.		directors

		associated as on the date of meeting	Number of directors attended	% of attendance
1.	29th May, 2024	5	5	100
2.	02nd September 2024	5	3	60
3.	24th October 2024	5	4	80
4.	19th February 2025	5	4	80

16. DIRECTOR''S RESPONSIBILITY STATEMENT:

1. In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board
hereby submit its responsibility Statement;

2. That in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

3. That the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 and loss of the company for the year under review;

4. That the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

5. That the Directors have prepared the annual accounts on a going concern basis.

6. That 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.

7. That 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.

17. INDEPENDENT DIRECTOR''S DECLARATION:

The Independent Directors have submitted their disclosures to the Board that they fulfil all
the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the
Listing Regulations so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing
Regulations.

All the Independent Directors of the Company have registered themselves with the Indian
Institute of Corporate Affairs ("IICA"). Further, as per the declarations received, all the
Independent Directors of Company have either passed or were exempted to clear online
proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22,
2019 and December 18, 2020 or still have time to complete clear the tests.

Sr.	Name of the Independent Director	Status of clearing the
No.		Proficiency Test

1	Prasanna Lohar	Passed
2	Sumitra Vinit Goenka	Passed
3	Laxmi Bhan Rajan	Will appear

18. MEETING OF THE INDEPENDENT DIRECTORS:

During FY 2024-25, one meeting of Independent Directors was held without the presence of
the Executive Directors or Management Personnel on March 22^nd, 2025. At such meeting, the
Independent Directors have discussed, among other matters, growth strategies, flow of
information to the Board, strategy, leadership strengths, compliance, governance and
performance of Executive Directors.

19. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried
out to evaluate the performance of individual Directors, including the Chairman of the Board
who were evaluated on parameters such as level of engagement and contribution and
independence of judgment there by safeguarding the interest of the Company. The
performance evaluation of the Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Directors. The board also carried out an annual performance
evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder
relationship committee. The Directors expressed their satisfaction with the evaluation
process.

20. LISTING FEE:

The Company''s equity shares are listed on SME Emerge Platform of National Stock Exchange
of India Limited ("NSE EMERGE"). The Company has paid the listing fees to NSE.

21. HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most important assets. Your
Company continuously invests in attraction, retention and development of talent on an
ongoing basis. A number of programs that provide focused people''s attention are currently
underway. Your Company thrust is on promoting of talent internally through job rotation and
job enlargement.

22. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and
employees at all levels.

23. DETAILS OF FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS FOR
THE FINANCIAL YEAR 2024-25:

On appointment, the concerned Director is issued a Letter of appointment. Upon
Appointment they are brief by the Company''s Management about their Role & Duties setting

out in detail, the terms of appointment, duties, responsibilities and expected time
commitments. Each newly appointed Independent Director given familiarization program
through interactive session with the Committee Members and other Functional Heads on the
Company''s finance and other important aspects. The Company has uploaded its
Familiarization Programme for Independent Directors on the website of the company
www.pladainfotech.com

24. AUDIT COMMITTEE:

In compliance with the provisions of section 177 of the Act, the Board has constituted an Audit
Committee. The Statutory Auditors and Internal Auditors of the Company are regular invitees
at the Audit Committee Meetings. The Audit Committee holds discussions with the Statutory
Auditors on the ''Limited Review" of the half-yearly, the yearly Audit Plan, matters relating to
compliance of Accounting Standards, their observations arising from the annual audit of the
Company''s accounts and other related matters. The Audit Committee is presented with a
summary of internal audit observations and follow up actions thereon.

The terms of reference of Audit Committee includes the matters prescribed under Section 177
of the Companies Act, 2013 read with SEBI (LODR) Regulation, 2015. The Company Secretary
acts as the Secretary to the committee During the year under review, Audit Committee met 4
(Four) times viz on 29^th May 2024, 29^th August 2024, 24^th October 2024 and 22^nd March 2025.
The composition of the Audit Committee as at March 31, 2025:

Sr. No.	Name of the Directors	Position in the Committee	Attendance
			Eligible to Attend	Attended
1.	Mr. Prasanna Lohar	Chairman	4	4
2.	Mr. Laxmi Bhan Rajan	Member	4	4
3.	Mrs. Sumitra Goenka	Member	4	2

There was a change in the constitution of Audit Committee during the F.Y. 2024-25.

During the year under review, there has been no instance where the recommendations of the
Audit Committee have not been accepted by the Board.

25. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY''S POLICY ON DIRECTORS''
APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Policy was developed by the Board of Directors of your
Company in order to ensure compliance with Section 178 of the Act, as well as any other
applicable laws.

The Company''s policy on Directors'' appointment and remuneration and other matters as
provided in Section 178(3) of the Act is available on the website of the Company at and has
been displayed on website www.pladainfotech.com .

During the year under review, Nomination and Remuneration Committee met 1 (One) time,
viz on 29^th August 2024. The composition of NRC as on March 31, 2025:

Sr. No.	Name of the Directors	Position in the Committee	Attendance
			Eligible to Attend	Attended
1.	Mr. Laxmi Bhan Rajan	Chairperson	1	1
2.	Mr. Prasanna Lohar	Member	1	1
3.	Mrs. Sumitra Goenka	Member	1	0

There was no change in the constitution of Nomination & Remuneration Committee during the F.Y.
2024-25.

26. STAKEHOLDER RELATIONSHIP COMMITTEE:

Terms & Scope of Work of Committee: The terms of reference of the Stakeholder''s
Relationship Committee include the following:

(a) consider and resolve the grievance of security holders of the Company;

(b) 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.

During the year, only 1 (one) Stakeholder''s Relationship Committee meeting was held dated,
22^nd March 2025, properly convened & held The composition of SRC as on March 31, 2025:

Sr. No.	Name of the Directors	Position in the Committee	Attendance
			Eligible to Attend	Attended
1.	Mrs. Sumitra Goenka	Chairperson	1	1
2.	Mr. Shaileshkumar Damani	Member	1	1
3.	Mr. Anil Mahendra Kotak	Member	1	1

There was no change in the constitution of Stakeholder''s Relationship Committee during the F.Y. 2024¬
25

27. AUDITORS:

• Statutory Auditors:

At the Annual General Meeting held on September 30, 2024, M/s GMCS and Co., Chartered
Accountants (Firm Registration No: 141236W), were appointed as Statutory Auditors of the
company for a term of 5 five) years till the conclusion of the 19^th Annual General Meeting of
the Company.

The report of the Statutory Auditors of the Company forms part of the annual report. The
Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and
Consolidated Financial Statements of the Company for the year ended 31^st March, 2025. The
Notes on the Financials Statement referred to in the Audit Report are self-explanatory and
therefore, do not call for any further explanation or comments from the Board under Section
134(3)(f) of the Companies Act, 2013.

During the year under review, the statutory auditors have not reported to the Audit
Committee under section 143(12) of the Companies Act, 2013, any instance of fraud
committed against the Company by its officers of employees, the details of which would need
to be mentioned in the Board Report.

28. EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT
REPORT:

There was no qualification, reservations or adverse remarks made by the Auditors in their
report. Observations of the Auditors are self-explanatory and do not call for further
information.

29. FRAUDS REPORTED UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

30. RISK MANAGEMENT:

The risk management includes identifying types of risks and its assessment, risk mitigation and
monitoring and reporting. The Board judges from time to time Credit Risk/ Liquidity Risk to
the fair and reasonable extent that your Company is willing to take. The Management
evaluated various risks and that there is no element of risk identified that may threaten the
existence of the Company. The Company has its internal Risk Management Policy as the
elements of risk threatening the Company''s existence are very minimal.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to
constitute Corporate Social Responsibility Committee.

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

Your Company is committed to provide a healthy environment to all employees that enable
them to work without the fear of prejudice and gender bias. Your Company has in place a
Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company through this policy has constituted Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and your Company has complied with its provisions.

Mandatory Details required:

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

(b) number of complaints disposed off during the year: NIL

(c) number of cases pending for more than ninety days: NIL

33. DISCLOSURE UNDER MATERNITY BENEFIT ACT 1961

The company is in compliance with all the provisions relating to the Maternity Benefit Act
1961.

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

Your Company has not carried out any business activities warranting conservation of the
energy and technology absorption in accordance with Section 134 (3) (m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014. Since the company is not engage
in any manufacturing activity, issues relating to technology absorption are not quite relevant
to its functioning. During the year under consideration the Company has spent/incurred
foreign exchange equivalent to Rs. Nil. There are no foreign exchange earnings during the
year.

35. STATEMENT UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:

In terms of rule (5)(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 details on remuneration of top employees of the company are
attached to as Annexure B and forms part of this report.

36. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance
with the requirements of Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the
Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed
on the Company''s website at www.pladainfotech.com.

37. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors,
pursuant to Section 177 of the Companies Act, 2013 and the Rules made thereunder to report
genuine concerns of Directors and Employees. The Policy has been uploaded on the
Company''s website and can be accessed at the website of the Company
www.pladainfotech.com.

38. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE
COMPANIES ACT, 2013:

The Company has not formulated any scheme in terms of Section 67(3) of the Companies Act,
2013.

39. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

None of the Directors of the Company is in receipt of any commission from any holding or
subsidiary Company.

40. RELATED PARTIES TRANSACTIONS:

All related party transactions/arrangements/contracts entered into by the Company during
the financial year 2024-25 were either undertaken on the basis of omnibus approval of the
Audit Committee or approved by the Audit Committee and/or Board. All related party
transactions were at arm''s length basis and in the ordinary course of business in compliance
with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

There are no materially significant related party transactions that may have potential conflict
with interest of the Company at large. Details of related party transactions entered into by
the Company, in terms of generally accepted accounting Principles in India have been
disclosed in the notes to the standalone / consolidated financial statements forming part of
this Annual Report.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is set out in Annexure C to this Report.

Company''s Related Party Transactions Policy appears on its website link:
www.pladainfotech.com

41. CORPORATE GOVERNANCE:

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

Further, Pursuant to SEBI LODR Regulation 15(2) the company is exempted from complying of
regulation 17 to Regulation 27 and part C D E of Schedule V.

42. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a review of the performance of the Company, for the year
under review, Management Discussion and Analysis Report, is presented in a separate section
forming part of this Annual Report.

The Management Discussion and Analysis Report is appended as Annexure A to this Report.

43. ANNUAL RETURN:

The Annual Return of Company for the FY 2024-25 will be available on the Company''s website
at www.pladainfotech.com

44. INTERNAL AUDITOR:

The Company has appointed M/s. S A PORWAL & ASSOCIATES (FRN: 146381W) as Internal
auditor of the Company for the Financial Year 2025-26.

45. COST AUDITOR:

The requirement of appointment of Cost Auditor and cost audit is applicable for the financial
year 2024-25 pursuant to the provisions of Section 148 of the Companies Act is Not Applicable
to the Company.

46. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year of review, Company has complied with the applicable provisions of Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by the Central
Government under section 118(10) of the Companies Act, 2013.

47. REPORTING OF FRAUD:

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

48. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals,
Statutory and quasi- judicial body impacting the going concern status of the Company and its
operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors'' Report
and Financial Statements which forms part of this Annual Report. (Note 23 of Financial
Statements).

49. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):

During the period under review no corporate insolvency resolution process is initiated against
the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

50. WEBSITE:

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

51. DETAILS OF APPLICATION MADE OR ANY PRECEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE FY ALONG WITH THE CURRENT STATUS:

During the year under Review, neither any application was made nor are any proceedings
pending under Insolvency and Bankruptcy Code, 2016.

52. SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s. NIRMAL TIWARI & ASSOCIATES, COMPANY SECRETARIES,
Practicing Company Secretary (FCS no. F11031 and CP no. 25159), as Secretarial Auditors of
the Company to carry out the Secretarial Audit for the Financial Year 2024-25 and to issue
Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1)
of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the FY 2024-25 is annexed
herewith and forms part of this report as Annexure E.

53. MATERIAL CHANGES AND COMMITMENTS:

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

54. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014
and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year. Your Directors further state that no
disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review;

I. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

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

III. Annual Report and other compliances on Corporate Social Responsibility;

IV. 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;

V. There is no revision in the Board Report or Financial Statement;

VI. Information on subsidiary, associate and joint venture companies.

ACKNOWLEDGEMENT:

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks,
Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Your Directors wish to place on record their sincere appreciation for significant contributions made by
the employees at all levels through their dedication, hard work and commitment during the year under
review.

The Board places on record its appreciation for the support and co-operation your Company has been
receiving from its suppliers, distributors, retailers, business partners and others associated with it as
its trading partners. Your Company looks upon them as partners in its progress and has shared with
them the rewards of growth. It will be your Company''s endeavour to build and nurture strong links
with the trade based on mutuality of benefits, respect for and co-operation with each other,
consistent with consumer interests.

For and on behalf of Board
Plada Infotech Services Limited

Sd/--_ Sd/-__

Shaileshkumar Damani Anil Mahendra Kotak

Managing Director Whole-time director

DIN:01504610 DIN: 05266836

Date: September 04, 2025
Place: Mumbai

---

Mar 31, 2024

Your Directors have pleasure in presenting the 14^th Annual Report of your Company together with the
Audited Standalone Financial Statements and Auditor''s Report of your Company for the financial year
ended on 31^st March, 2024.

1. CORPORATE OVERVIEW AND BACKGROUND:

Plada Infotech Services Limited is a leading provider of Business Process Outsourcing (BPO) services
with a focus on delivering end- to-end solutions. Our company specializes in areas such as Account
Management, Merchant Acquisition, Field Support, E-commerce, Business Correspondence,
Recruitment and Payroll Management Software Solutions and Technology development. Operating
from multiple locations across India, our team of experienced professionals offers tailored services
that cater to the specific needs of businesses, helping them achieve their goals effectively. We
leverage technology to enable clients in more than 212 cities & towns to create and execute strategies
for digital transformation.

As India grows digitally and consumers transact online, the demand for services within this domain
will grow exponentially. We look forward to being at the core of this growth. We are currently
strategically placed to emerge as the leaders in the Merchant Acquisition space, effectively by
enhancing and expanding our service offerings. This value remains continuous in our thoughts, a
defined intention across. Everyone deserves respect, transparency, and honesty - the three pillars.
We are a well-equipped and a well-researched organization which believes in analysing data driven
statistics for growth. At Plada we are already well prepared to scale our services exponentially and
excel in this ever growing digitally empowered Indian landscape. We aim to bring immeasurable value
to every single Indian by making them a part of our nations growth story.

2. KEY FINANCIAL HIGHLIGHTS:

fAmmmt in I

	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Total Revenue	6,368.44	6,277.70	6,387.17	6,275.12
Total Expenditure	6,083.44	6,012.36	6,097.21	6,010.00
Profit Before Exceptional & Extraordinary items & tax	285.00	265.34	289.96	265.12
Prior Period Items	-	-	-	-
Profit Before Taxes	285.00	265.34	289.96	265.12
Less : Current Tax	26.26	25.93	18.15	35.31
Less: Tax Expenses Earlier period	4.72	-	4.72	0.31
Less : Deferred Tax Liability / (assets)	1.79	8.80	1.76	3.70
Profit/ (Loss) for the year	252.23	248.22	265.33	233.82
Other Comprehensive Income	-	-	-	-
Total Other Compressive Income	-	-	-	-

3. STATE OF COMPANY''S AFFAIRS AND OUTLOOK:

According to Everest Group, an industry research firm, the global business process services (BPS)
market is estimated to have grown at 3.4% in FY24, compared to 10.7% and 7.5% year-over-year
growth in FY22 and FY23, respectively. We observed a similar trend in the Indian BPS services market.
Indian BPS exports are estimated to have grown at 2.6% YoY to USD 43.2 billion in FY24, according to
NASSCOM, compared to 9.1% in FY23. The slowdown in global technology and BPS spending in FY24
was primarily due to the tightening of monetary policy in several key demand markets and geopolitical
uncertainties in many parts of the world. These factors affected the overall growth of the world
economy, leading to a more cautious approach to investments and delayed decision-making across
markets and verticals.

Enterprises are dealing with ongoing macro uncertainty, which necessitates fixing cost structures and
improving operational efficiencies while innovating products and services. Concurrently, we are also
seeing accelerated developments in generative AI and applied AI that have the potential to reshape
the consumption pattern of end customers across verticals. In this background, clients are looking for
a partner who understands their domain, can bring technology and operations together, and has the
scale to execute effectively and efficiently. Companies that tick all three boxes, which are agile enough
to respond to these fast-evolving market dynamics and at the same time have both the breadth and
depth of domain knowledge and client relationships, are the ones who are growing ahead of the
others. At Plada Infotech, we strive to provide the most trusted payment service in India through
strong partnerships and continuous commitment to our customers and our people. We work to help
businesses throughout India maximize their profits and create consistent value and support to
merchants. This is our mission. Everything we do reflects this mission and the values that make it
possible.

4. CAPITAL STRUCTURE:

Currently the Authorized Share Capital of the Company is 10,00,00,000/- (Rupees Ten Crores only)
divided into 1,00,00,000 (One Crore) equity shares of Rs. 10/- each and Paid-up capital is Rs.
8,57,40,000/- (Rupees Eight Crores Fifty-Seven Lacs Forty Thousands Only) divided into 85,74,000
Equity shares of Rs. 10/- each.

5. TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the reserves by the Company. Total
amount of net profit is maintained in retained earnings.

During the year ended 31.03.2024, an amount of INR 978.12 Lakhs has been received towards
securities premium.

6. DIVIDEND:

To strengthen the financial position of the Company and to augment working capital your directors
do not recommend declaring any dividend for the financial year 2023-24.

7. CHANGE IN NATURE OF BUSINESS:

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

8. SUBSIDIARY COMPANY OR JOINT VENTURE COMPANY OR ASSOCIATE COMPANY:

The Company has one Subsidiary Company and No Associate Company or Joint Venture Company.

Sr. No	Company Name	CIN Number	TYPE
1.	UPHAAR CARDS PRIVATE LIMITED	U74999MH2013PTC239861	Subsidiary

Statement containing salient features of the financial statement of the subsidiary Company are
disclosed in ANNEXURE D.

9. CHANGE IN NAME:

Consequent upon the conversion of the Company from private limited company into public limited
company, the name of the Company has been changed from "Plada Infotech Services Private Limited"
to "Plada Infotech Services Limited" with effect from 27^th April, 2023 and fresh Certificate of
Incorporation dated 11^th May, 2023 has also been issued by the Registrar of Companies.

10. UTILISATION OF IPO PROCEEDS:

The Disclosure for the Utilization of IPO Proceeds has been provided in Auditors Report under
Annexure A Point No. X(a).

11. ADEQUACY OF INTERNAL CONTROL SYSTEM:

Company has adequate Internal Financial Controls System over financial reporting which ensures that
all transactions are authorized, recorded, and reported correctly in a timely manner. The Company''s
Internal Financial Controls over financial reporting provides reasonable assurance over the integrity
of financial statements of the Company.

Company has laid down Standard Operating Procedures, Policies and procedures to guide the
operations of the business. Functional heads are responsible to ensure compliance with all laws and
regulations and also with the policies and procedures laid down by the management.

12. DEPOSITS:

The Company has neither accepted nor renewed any deposits from public during the year under
review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

As on 31^st March 2024, the company has no outstanding unsecured loan from the Directors.

13. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 185 and 186 OF THE
COMPANIES ACT, 2013:

Details of Loans given, Investments made and Guarantee given covered u/s 186 (4) of the Companies
Act, 2013 For the year ending on 31^st March, 2024 as follows:-

Name of the recipient	Amount (in Lakhs)	Nature	Purpose
Transmart Digital Pvt. Ltd	116.50	Loan Given	Business Purpose
Plada Services & Management Pvt. Ltd.	149.08	Loan Given	Business Purpose
JSD Courier Services Pvt Ltd	120.22	Loan Given	Business Purpose
Uphaar Cards Private Limited	114.59	Loan Given	Business Purpose
Plada Technologies Pvt Ltd	162.77	Security Deposit	Against SLA for Product and Service development

14. SHARE CAPITAL:

The Paid up Share capital of the Company at the end of financial year was 8,57,40,000/- (Rupees Eight
Crore Fifty-Seven Lakhs Forty Thousand Only) divided into 85,74,000 (Eighty-Five Lakhs Seventy-Four
Thousand) equity shares of 10/- each.

a. Buy Back of Securities: Company has not bought back any of its securities during the year under
review.

b. Sweat Equity: Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares: On April 12, 2023 The Company has made a Bonus Issue of 40,00,000 Equity Shares
of Face Value of ^10/- each fully paid up in the ratio of 2:1 i.e. 2 (Two) equity shares for every 1
(one) equity shares held by shareholders, as per the details mentioned below:

S. No.	Name of Subscribers	Number of Shares Subscribed
1.	Shailesh Kumar Damani	37,99,952
2.	Anil Mahendra Kotak	2,00,000
3.	Anju Kelkar	8
4.	Archana Damani	8
5.	Deepak Kelkar	8
6.	Krutika Damani	8
7.	Namrata Damani	8
8.	Manish Damani	8
Total		40,00,000

All the above-mentioned shares are fully paid up since the date of allotment.

d. Employees Stock Option Plan: Company has not issued any Employees Stock Option Plan during
the year under review.

e. Further Issue: The Company has issued 25,74,000 Equity Shares of face value of 10/- each for cash
at a price of Rs. 48 Per Equity Share including a share premium of 38 per equity share through an Initial

Public Offering (IPO). The Company got listed on SME platform of National Stock Exchange on 13^th
October 2023.

15. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors)
Rules, 2001, there was no unpaid/unclaimed dividends to be transferred during the year under review
to the Investor Education and Protection Fund.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of Board of Directors and KMP of the Company:

As on March 31, 2024 the Board has the following directors:

Sr. No.	Name of the Director and KMP	DIN	Designation
1	SHAILESHKUMAR DAMANI	01504610	Chairman & Managing Director
2	ANIL MAHENDRA KOTAK	05266836	Whole-time director
3	PRASANNA LOHAR	08518352	Non-Executive Independent Director
4	SUMITRA VINIT GOENKA	03205820	Non-Executive Independent Director
5	LAXMI BHAN RAJAN	10060218	Non-Executive Independent Director
6	ABHISHEK DINESH JAIN	—	Company Secretary
7	ANIL MAHENDRA KOTAK	—	Chief Financial Officer

During the year, there is Change in the Constitution of Board of Directors of the Company mentioned
as under:

Appointment:

Sr. No.	Name of the Director and KMP	DIN	Nature of Change	Date of Change
1.	Abhishek Dinesh Jain	--	Appointment	April 12, 2023
2.	Anil Mahendra Kotak	--	Appointment	April 12, 2023
3.	Shaileshkumar Damani	01504610	Change in Designation	May 12, 2023
4.	Manoj Varma	06454207	Appointment	May 12, 2023
5.	Laxmi Bhan Rajan	10062018	Appointment	May 12, 2023
6.	Prasanna Lohar	08518352	Appointment	April 12, 2023
7.	Sumitra Vinit Goenka	03205820	Appointment	August 24, 2023
8.	Anil Mahendra Kotak	05266836	Change in Designation	May 12, 2023

9.

Manoj Varma

06454207

Resignation

August 24, 2023

17. MEETINGS:

1) Board Meeting:

During the year under review, the following Board meetings were held and convened:

Sr. No.	Date of Board Meeting	Total Number of directors associated as on the date of meeting	Attendance
			Number of directors attended	% of attendance
1.	12/04/2023	2	2	100
2.	25/04/2023	3	3	100
3.	12/05/2023	3	3	100
4.	05/06/2023	5	5	100
5.	19/06/2023	5	5	100
6.	23/06/2023	5	5	100
7.	03/08/2023	5	5	100
8.	21/08/2023	5	5	100
9.	24/08/2023	5	4	80
10.	04/09/2023	5	5	100
11.	12/09/2023	5	5	100
12.	16/09/2023	5	5	100
13.	21/09/2023	5	5	100
14.	10/10/2023	5	5	100
15.	25/10/2023	5	5	100
16.	19/02/2024	5	3	60

2) Extra-Ordinary General Meeting:

Sr. No.	Date of Extra-Ordinary Meeting	Total Number of Members associated as on the date of meeting	Attendance
			Number of Members attended	% of attendance
1.	14/04/2023	8	8	100
2.	27/04/2023	8	8	100
3.	15/05/2023	8	8	100
4.	25/08/2023	10	10	100

18. DIRECTOR''S RESPONSIBILITY STATEMENT:

1) In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby
submit its responsibility Statement;

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

3) That the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 and loss of the
company for the year under review;

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

5) That the Directors have prepared the annual accounts on a going concern basis.

6) That 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.

7) That 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.

19. INDEPENDENT DIRECTOR''S DECLARATION:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing
Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions
of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of
Corporate Affairs ("IICA"). Further, as per the declarations received, all the Independent Directors of
Company have either passed or were exempted to clear online proficiency test as per the first proviso
to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020.

20. LISTING FEE:

The Company''s equity shares are listed on SME Emerge Platform of National Stock Exchange of India
Limited ("NSE EMERGE"). The Company has paid the listing fees to NSE.

21. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company
continuously invests in attraction, retention and development of talent on an ongoing basis. A number
of programs that provide focused people''s attention are currently underway. Your Company thrust is
on promoting of talent internally through job rotation and job enlargement.

22. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and
employees at all levels.

23. DETAILS OF FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS FOR
THE FINANCIAL YEAR 2023-24:

Upon Appointment they are briefed by the Company''s Management about their Role & Duties setting
out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each
newly appointed Independent Director is given familiarization program through interactive session
with the Committee Members and other Functional Heads on the Company''s finance and other
important aspects.

24. AUDIT COMMITTEE:

In compliance with the provisions of section 177 of the Act, the Board has constituted an Audit
Committee. The Statutory Auditors and Internal Auditors of the Company are regular invitees at the
Audit Committee Meetings. The Audit Committee holds discussions with the Statutory Auditors on the
''Limited Review" of the half-yearly, the yearly Audit Plan, matters relating to compliance of Accounting
Standards, their observations arising from the annual audit of the Company''s accounts and other
related matters. The Audit Committee is presented with a summary of internal audit observations and
follow up actions thereon.

The terms of reference of Audit Committee includes the matters prescribed under Section 177 of the
Companies Act, 2013 read with SEBI (LODR) Regulation, 2015. The Company Secretary acts as the
Secretary to the committee During the year under review, Audit Committee met 5 Five times viz on
20^th May, 2023, 19^th June, 2023, 12^th September, 2023, 21^st September, 2023 and 25^th October, 2023.
The composition of the Audit Committee as at March 31, 2024:

Sr. No.	Name of the Directors	Position in the Committee	Attendance
			Eligible to Attend	Attended
1.	Mr. Prasanna Lohar	Chairman	5	5
2.	Mr. Laxmi Bhan Rajan	Member	5	5
3.	Mrs. Sumitra Goenka	Member	3	3

There was a change in the constitution of Audit Committee during the F.Y. 2023-24.

25. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY''S POLICY ON DIRECTORS''
APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Policy was developed by the Board of Directors of your Company
in order to ensure compliance with Section 178 of the Act, as well as any other applicable laws.

The Company''s policy on Directors'' appointment and remuneration and other matters as provided in
Section 178(3) of the Act is available on the website of the Company at and has been displayed on
website https://pladainfotech.com .

During the year under review, Nomination and Remuneration Committee met 2 (two) times, viz on
20^th May, 2023 and 24^th August, 2023. The composition of NRC as on March 31, 2024:

Sr.	Name of the Directors	Position in the	Attendance
No.		Committee

			Eligible to Attend	Attended
1.	Mr. Laxmi Bhan Rajan	Chairperson	2	2
2.	Mr. Prasanna Lohar	Member	2	2
3.	Mrs. Sumitra Goenka	Member	0	0

There was a change in the constitution of Nomination & Remuneration Committee during the F.Y.
2023-24.

26. STAKEHOLDER RELATIONSHIP COMMITTEE:

Terms & Scope of Work of Committee: The terms of reference of the Stakeholder''s Relationship
Committee include the following:

(a) consider and resolve the grievance of security holders of the Company;

(b) 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.

During the year, only 1 (one) Stakeholder''s Relationship Committee meeting was held dated, 20^th May,
2023, properly convened & held The composition of SRC as on March 31, 2024:

Sr. No.	Name of the Directors	Position in the Committee	Attendance
			Eligible to Attend	Attended
1.	Mrs. Sumitra Goenka	Chairperson	0	0
2.	Mr. Shaileshkumar Damani	Member	1	1
3.	Mr. Anil Mahendra Kotak	Member	1	1

There was a change in the constitution of Stakeholder''s Relationship Committee during the F.Y. 2023¬
24

27. AUDITORS:

• Statutory Auditors:

At the Annual General Meeting to be held on September 30, 2024, M/s GMCS and Co., Chartered
Accountants (Firm Registration No: 141236W), are proposed to be appointed as Statutory Auditors of
the company for a term of 5 five) years from the conclusion of the forthcoming Annual General
Meeting till the conclusion of the 19^th Annual General Meeting of the Company.

The report of the Statutory Auditors of the Company forms part of the annual report. The Statutory
Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated
Financial Statements of the Company for the year ended 31^st March, 2024. The Notes on the Financials
Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any
further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

During the year under review, the statutory auditors have not reported to the Audit Committee under
section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company
by its officers of employees, the details of which would need to be mentioned in the Board Report.

28. EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT
REPORT:

There was no qualification, reservations or adverse remarks made by the Auditors in their report.
Observations of the Auditors are self-explanatory and do not call for further information.

29. FRAUDS REPORTED UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

30. RISK MANAGEMENT:

The risk management includes identifying types of risks and its assessment, risk mitigation and
monitoring and reporting. The Board judges from time to time Credit Risk/ Liquidity Risk to the fair
and reasonable extent that your Company is willing to take. The Management evaluated various risks
and that there is no element of risk identified that may threaten the existence of the Company. The
Company has its internal Risk Management Policy as the elements of risk threatening the Company''s
existence are very minimal.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to
constitute Corporate Social Responsibility Committee.

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

Your Company is committed to provide a healthy environment to all employees that enable them to
work without the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual
Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company through this policy has constituted Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your
Company has complied with its provisions. No complaints were pending in the beginning of the year
or no complaint received during the year the Financial Year 2023-24.

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

Your Company has not carried out any business activities warranting conservation of the energy and
technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014. Since the company is not engage in any manufacturing activity,
issues relating to technology absorption are not quite relevant to its functioning. During the year
under consideration the Company has spent/incurred foreign exchange equivalent to Rs. Nil. There is
no foreign exchange earnings during the year.

34. STATEMENT UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed to this report as ''''Annexure B''''.

35. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to
Section 177 of the Companies Act, 2013 and the Rules made thereunder to report genuine concerns
of Directors and Employees. The Policy has been uploaded on the Company''s website and can be
accessed at the website of the Company.

36. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE
COMPANIES ACT, 2013:

The Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013.

37. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

None of the Directors of the Company is in receipt of any commission from any holding or subsidiary
Company.

38. RELATED PARTIES TRANSACTIONS:

All related party transactions/arrangements/contracts entered into by the Company during the
financial year 2022-23 were either undertaken on the basis of omnibus approval of the Audit
Committee or approved by the Audit Committee and/or Board. All related party transactions were at
arm''s length basis and in the ordinary course of business in compliance with the applicable provisions
of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions that may have potential conflict with
interest of the Company at large. Details of related party transactions entered into by the Company,
in terms of generally accepted accounting Principles in India have been disclosed in the notes to the
standalone / consolidated financial statements forming part of this Annual Report.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is set out in Annexure C to this Report.

Company''s Related Party Transactions Policy appears on its website link: www.pladainfotech.com

39. CORPORATE GOVERNANCE:

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

Further, Pursuant to SEBI LODR Regulation 15(2) the company is exempted from complying of
regulation 17 to Regulation 27 and part C D E of Schedule V.

40. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a review of the performance of the Company, for the year under review,
Management Discussion and Analysis Report, is presented in a separate section forming part of this
Annual Report.

The Management Discussion and Analysis Report is appended as Annexure A to this Report.

41. ANNUAL RETURN:

The Annual Return of Company for the FY 2023-24 will be available on the Company''s website at
www.pladainfotech.com

42. INTERNAL AUDITOR:

The Company has appointed M/s. S A PORWAL & ASSOCIATES (FRN: 146381W) as Internal auditor of
the Company for the Financial Year 2023-24.

43. COST AUDITOR:

The requirement of appointment of Cost Auditor and cost audit is applicable for the financial year
2023-24 pursuant to the provisions of Section 148 of the Companies Act is Not Applicable to the
Company.

44. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year of review, Company has complied with the applicable provisions of Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by the Central
Government under section 118(10) of the Companies Act, 2013.

45. REPORTING OF FRAUD:

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

46. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory
and quasi- judicial body impacting the going concern status of the Company and its operations in
future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors'' Report and
Financial Statements which forms part of this Annual Report. (Note 23 of Financial Statements).

47. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):

During the period under review no corporate insolvency resolution process is initiated against the
company under the Insolvency and Bankruptcy Code, 2016 (IBC).

48. WEBSITE:

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

49. DETAILS OF APPLICATION MADE OR ANY PRECEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE FY ALONG WITH THE CURRENT STATUS:

During the year under Review, neither any application was made nor are any proceedings pending
under Insolvency and Bankruptcy Code, 2016.

50. SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s. NIRMAL TIWARI & ASSOCIATES, COMPANY SECRETARIES, Practicing
Company Secretary (FCS no. F11031 and CP no. 25159), as Secretarial Auditors of the Company to
carry out the Secretarial Audit for the Financial Year 2023- 24 and to issue Secretarial Audit Report as
per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
Secretarial Audit Report for the FY 2023- 24 is annexed herewith and forms part of this report as
Annexure E.

51. MATERIAL CHANGES AND COMMITMENTS:

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

52. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in
section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable
provisions of the act and listing regulations, to the extent the transactions took place on those items
during the year. Your Directors further state that no disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the year under review;

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

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

iii. Annual Report and other compliances on Corporate Social Responsibility;

iv. 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;

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

vi. Information on subsidiary, associate and joint venture companies.

ACKNOWLEDGEMENT:

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks,
Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Your Directors wish to place on record their sincere appreciation for significant contributions made by
the employees at all levels through their dedication, hard work and commitment during the year under
review.

The Board places on record its appreciation for the support and co-operation your Company has been
receiving from its suppliers, distributors, retailers, business partners and others associated with it as
its trading partners. Your Company looks upon them as partners in its progress and has shared with
them the rewards of growth. It will be your Company''s endeavour to build and nurture strong links
with the trade based on mutuality of benefits, respect for and co-operation with each other,
consistent with consumer interests.

For and on behalf of Board
Plada Infotech Services Limited

sd/-

Shaileshkumar Damani
Chairman & Managing Director
DIN:01504610

Date: 02^nd September, 2024
Place: Mumbai