Equity Analysis

To,

The Members,

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

1. FINANCIAL HIGHLIGHTS (STANDALONE)

The Company’s financial performance as per Audited

Financial Statements for the FY 2023-24 under review:

2. STATE OF COMPANY AFFAIRS

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

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

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

Financial Statements for the FY 2023-24: Revenue from Operations has increased by more than 52% i.e., from Rs 33.94 Crores in the previous financial year to Rs 51.74 Crores during the year under review. The Company has made Pro t (after tax) of Rs 8.56 Crores during the year under review i.e., an increase in profits by more than101% from previous years. The detailed highlights on nancia performance has been covered under ‘CFO’sComments’ in Management Discussion and Analysis Report forming part of this Report.

3. DIVIDEND

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

4. TRANSFER TO RESERVES

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

5. DEPOSITS

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

6. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

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

Infollion Research Services Corp. The Wholly Owned Subsidiary of the Company is yet to commence its operations.

7. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business.

8. LISTING ON STOCK EXCHANGE

Subsequent to the submission of DRHP dated February

16, 2023, to NSE, the Company received in-principle approval from the Exchange vide its letter dated April 05, 2023. On receipt of in-principle approval, the

Company had led Red Herring Prospectus (‘RHP’) dated May 17, 2023, with the relevant Authorities to proceed with the IPO.

Further, in compliance with the applicable regulatory requirements, the Anchor Issue was Opened and

Closed for subscription on Friday, May 26, 2023, and the IPO was Open for subscription from Monday, May 29, 2023 till Wednesday, May 31, 2023. The IPO consisting of #26,16,000 Equity Shares, was a Book Building Issue with a Price Band of Rs80/- to Rs82/- per Equity Share of Face Value of Rs10/- each. The O er was nalised at Rs82/- per Equity Shares (including share premium of Rs72/- per Equity Share) for all category of investors.The Company has made the allotment of Equity Shares on June 05, 2023.

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

The Equity Shares of the Company has the electronic connectivity under the ISIN INE0NNZ01013.

9. CHANGES IN SHARE CAPITAL OF THE COMPANY

During the year under review, there has been no change in the Authorised Share Capital of the Company. However, during the year, the Company has issued

#22,24,000 as fresh Equity Shares and #3,92,000 Equity Shares as O er for Sale from a Selling Shareholder through Initial Public O erings (IPO) ranks pari-passu with the existing Equity Shares of the Company including rights in respect of dividend. On June 05, 2023, the Company has made an allotment of #22,24,000 Equity Shares of Face Value of Rs10/- per Equity Share at an issue price of Rs82/- per Equity Share

(including share premium of Rs72/- per Equity Share).

No Equity Shares have been issued to any Promoter or member of the Promoter Group through IPO.

Therefore, the Issued, Subscribed and Paid-up Equity Share Capital of the Company has increased from Rs7,46,69,040/- (Rupees Seven Crore Forty-Six Lakh Sixty-Nine Thousand Forty Only) divided into 74,66,904 (Seventy-Four Lakh Sixty-Six Thousand Nine Hundred Four) Equity Shares of Rs10/- (Rupees Ten Only) each to #96,90,904 Equity shares of Rs10/- (Rupees Ten Only) each.

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

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

The ESOP Scheme is administered by the Nomination and Remuneration Committee (‘NRC’) of the Company. In terms of the ESOP Scheme, the Options granted shall vest after a minimum period of 1 year and would vest subject to maximum period of 7 (seven) years from the date of respective grant of such Options.

Your Company would be allotting fresh equity shares upon exercise of Options and the source of the shares would be of primary issuance. During the year under review, the Company has granted #24,272 Options to the eligible employees as approved the NRC with a minimum vesting period of one (1) year.

Fresh grants have been made during the financial year under review to the eligible employees. None of the Directors were granted Options under the

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

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

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

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

ii. On recommendation of the Nomination and Remuneration Committee, Mr. Gaurav Munjal (DIN:

02363421), Managing Director of the Company has been designated as Chairperson of the Company with effect from November 08, 2023 vide approval of the Board in its meeting held on November 08, 2023. iii. Mr. Ravi Kumar (DIN: 00854635) has been appointed as a Non-Executive Independent Director of the Company for a period of ve (5) consecutive years with effect from February 09, 2024.

On recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held on February 08, 2024, appointed Mr. Ravi Kumar (DIN: 00854635) as an Additional Director of the Company in the capacity of Independent Director for a term of 5 years with effect from February 09, 2024, subject to the approval of the Members of the Company. The appointment of Mr. Kumar was regularised by the Members of the Company vide Postal Ballot effected on March 14, 2024.

Mr. Kumar was previously associated with the Company as a Non-Executive Director from October, 2013, till August, 2022. Due to personal and unavoidable circumstances, he resigned from the officeof Directorship on August 16, 2022. The Board was of the view that his association as a Non-Executive Independent Director will be beneficial and in the interest of the Company considering that he was associated with the Company for almost 10 years and understands the business operations of the Company. He has industry relevant experience/ expertise to contribute in driving the business and good corporate governance of the Company.

He is neither disqualified from being appointed as a Director in terms of Section 164 of the Act, nor debarred from holding the officeof Director pursuant to any SEBI Order or any other Regulatory Authorities. iv. Mr. Munish Bansal (DIN: 01442703), Independent Director of the Company has been re-designated as Non-Independent Non-Executive Director of the Company with effect from February 09, 2024.

Mr. Bansal was appointed as an Independent Director of the Company for a period of ve (5) consecutive years with effect from October 20, 2022. The Company intended to avail services from one of the related parties of Mr. Bansal. The availment of such services from the related party of Mr. Bansal might have affected the criteria of Independence of Mr. Bansal as an Independent Director. Therefore, on recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held on February 08, 2024 re-designated Mr. Bansal as Non-Executive Non-Independent Director from the Independent Director of the Company subject to the approval of the Members of the Company. The appointment of Mr. Bansal was regularised by the Members of the Company vide Postal ballot effected on March 14, 2024.

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

Retirement by Rotation:

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

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

In the opinion of the Board, both the Independent Directors possess integrity, expertise, experience and pro ciency required to be Independent Director of the Company, fulfill the criteria of independence and are independent of the management. The Independent Directors have complied with the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013, and Code of Conduct for BoD and Senior Management Team as formulated by the Company. The Independent Directors are registered and their names are included in the databank of

Indian Institute of Corporate A airs and they will take the online pro ciency self-assessment test within the specified timelines of the Institute.

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

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

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

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

1. Audit Committee (‘AC’):

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

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

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

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

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

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

Meeting of Independent Directors

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

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

The MCA vide its Noti cations dated March 05, 2021, has amended the Companies (Management and Administration), Rules, 2014, pursuant to which the

Company is not required to attach the extract of the annual return with the Board’s Report in Form MGT-9.

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

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

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

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

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

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

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

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

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

II. Secretarial Auditors: In accordance with the applicable provisions of Section 204 of the Companies Act, 2013, and Rules made thereunder, the Company appointed Mr. Abhay Kumar, Company Secretary in Practice (CP No. 22630) as a Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2023-24. III. Internal Auditors: Pursuant to Section 138 of the Companies Act, 2013, and Rules made thereunder, M/s. V P S & Co., Chartered Accountants, has been appointed as Internal Auditors of the Company during the year under review.

IV. Cost Auditors: The provisions for the appointment of Cost Auditor was not applicable for the

financial year 2023-24 and accordingly no such appointments were made during the year.

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

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

The observations made in the Statutory Auditor’s Report and Secretarial Auditor’s Report are self-explanatory and therefore do not call for any further comments.

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

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

The Company has established a Whistle Blower mechanism for the directors and employees to report genuine concerns about unethical behaviour of any employee or any actual possible violations or an event of misconduct, fraud or act not in the Company’s interest. The mechanism provides direct access to the Chairperson of the Audit Committee. The functioning of the mechanism is reviewed by the Audit Committee. There has been no change in the Policy of the Company. The Policy framed by your Company is in compliance with the applicable provisions to the Company and is available on the website of the Company. The Policy can be accessed at https://investors.infollion.com/ policies. During the year under review, there were no complaints reported under this mechanism.

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

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

1. Ensuring Accuracy and Reliability: Our internal controls are meticulously designed to ensure the accuracy and reliability of our financial statements.

This involves rigorous checks and balances at every stage of the financial reporting process, from data entry to nal review.

2. Compliance with Standards: We adhere strictly to all relevant accounting standards and regulatory requirements. Our internal controls are aligned with these standards to ensure that our financial statements are prepared in accordance with

Accounting Standards issued by ICAI and notified under section 133 of Companies Act, 2013.

3. Segregation of Duties: A key component of our internal controls is the segregation of duties.

By dividing responsibilities among different individuals, we minimize the risk of errors and fraud. This segregation ensures that no single individual has control over all aspects of any significant financial transaction.

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

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

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

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

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

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

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

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

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

1. Conservation of Energy:

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

1. the steps taken by the Company for utilisation of alternate sources of energy: the operations of the Company are not energy intensive.
2. the capital investment on energy conservation equipment: Nil

1. Technology Absorption: i. the efforts made towards technology absorption: None

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

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):a) the details of technology imported: None

b) the year of import: Not applicable

c) whether technology has been fully absorbed: Not applicable

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and: Not applicable iv. the expenditure incurred on Research and Development: Nil

c. Foreign Exchange earnings and outgo:

Earned in terms of actual in flows during the year: Rs 212.80 Lakh Outgo in terms of actual out flows during the year: Rs 653.77 Lakh

Foreign currency exposure that has not been hedged by the Derivative Instruments: Nil Foreign Currency Receivables: Rs 31.63 Lakh Foreign Currency Payable: Rs 26.04 Lakh

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

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

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

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

The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as under: a. the ratio of the remuneration of each Director to the median remuneration of the employees of the

Company for the financial year 2023-24:

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

The above ratio calculation is based on the on-roll employees of the Company. b. the percentage increase in remuneration of each

Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2023-24 are as under:

The percentage increase in remuneration is provided only for those Directors who have drawn remuneration from the Company. The Independent Directors and Non-Executive Directors receives sitting fees for attending the

Board Meetings, therefore, the required details are not applicable. c. Number of employees on the rolls of the Company as on 31st March, 2024: #149 employees d. It is hereby a rmed that the remuneration paid is as per the remuneration policy of the Company. e. The percentage increase in the median remuneration of employees for the financial year

2023-24 is 26.8%. f. Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justi cation thereof and point out if there are any exceptional circumstances for increase in managerial remuneration:

The average increase in the salaries of employees for the FY 2023-24 is 24% and in managerial remuneration for the FY 2023-24 is 50%. The increase in remuneration has been considered on various factors i.e., overall performance of the Company, in ation, individual performance & contribution, industry comparatives, availability of the required resource, etc. g. None of the employees draw remuneration which is in excess of the limits as prescribed under the said Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, thus the statement pursuant to Section 197(12) of the Companies Acct, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules,

2014 is not required.

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

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

The Management Discussion and Analysis Report forms part of this Board’s Report and is enclosed as

Annexure – II.

The equity shares of the Company are listed on SME

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

The Company considers harassment in the workplace to be a totally unacceptable form and has zero tolerance of its occurrence. The Company has a Policy on Prevention of Sexual Harassment at Workplace in accordance with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013 and the Rules thereunder (the ‘PoSH Act’). Further, the Company is also in compliance with the provisions relating to the constitution of Internal Committee under the PoSH Act to consider and redress complaints regarding the sexual harassment at workplace. The Policy is available on the website of the Company and can be accessed at https://investors.infollion.com/ policies The following is the summary of sexual harassment complaints received and disposed of during the year:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, con rm that: a) in the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of a airs of the Company as of 31^st March 2023, and of the profit of the Company for the year ended on that date; c) had taken proper and sufficient care for the maintenance of adequate records by the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and irregularities; d) had prepared the annual accounts on a going concern basis; e) had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f) had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your directors wish to place on record their sincere appreciation for the valuable support received by your Company from Banks, Govt. of Haryana, Central Government and other stakeholders of the Company.

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