EverestIMS Technologies Ltd Directors Report

Dear Members of EVERESTIMS TECHNOLOGIES PVT LTD

Your Directors have pleasure in presenting this Seventh Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31^st March, 2024

1. FINANCIAL RESULTS

(Amount in Rs Thousands)

PARTICULARS	YEAR ENDED 31.03.2024	YEAR ENDED 31.03.2023
Revenue from Operations	4,49,467	3,30,120
Other Income	3.886	2,913
Total Income	4,53,353	3,33,038
Profit before Depreciation Amortization and Taxation	1,83,023	88,452
Less: Depreciation and Amortization	25,784	18,003
Profit before Taxation	1,57,239	70,448
Less : Provision for Taxation	40,235	20,613
Profit after Taxation	1,17,004	49,835

2. OPERATIONS & STATE OF AFFAIRS

The Company has earned a Profit before tax of Rs. 1572.39 lakh and Profit after tax Rs. 1170.04 lakh for the financial year ended 31 March 2024 and has accumulated profit of Rs 3038.00 lakh; whereas for the previous financial year, the profit before tax was Rs. 704.48 lakh and Profit after tax was Rs. 498.35 Lakh.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves for the said financial year.

4. DIVIDEND

In view to conserve the resources, your directors have not declared dividend during the year under consideration.

5. NATURE OF BUSINESS

The Company is engaged in the business of Information Technology Software business. There has been no change in the business of the Company during the financial year ended 31^st March, 2024.

6. DIRECTORS

There were no Directors who got appointed or resigned during the year under review.

7. STATUTORY AUDITORS & BOARDS COMMENT ON THE AUDITORS REPORT

S H & CO, Chartered Accountants, who was appointed at 6th Annual General Meeting for a term of five years continued to be statutory auditors of the company.

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

8. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of Companies Act, 2013 and the Accounting Standard 21 on Consolidated Financial Statement, the audited consolidated financial statement is provided in the Annual Report.

9. SUBSIDIARIES

INFRAON CORP is a wholly owned Subsidiary Company incorporated in United States of America. The Company did not have any Joint Venture or Associate Company during the year under review.

10. MEETINGS OF BOARD OF DIRECTORS

Total Ten Board Meetings, on 01-06-2023, 01-08-2023, 18-08-2023, 18-09-2023, 09-01-2024, 27- 02-2024, 18-03-2024, 29-03-2024, 30-03-2024 were held during the Financial Year ended March 31,2024.

11. WEB LINK OF ANNUAL RETURN. IF ANY.

The Company is having website i.e. www.everetsims.com and annual return of Company has been published on such website. Link of the same is given below:

https://www.everestims.com/statutorv

12. MATERIAL CHANGES AND COMMITMENTS

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

13. LOANS. GUARANTEES AND INVESTMENTS

The company in reference with the provisions of Sec 186 of the Act has not advanced any loan or given guarantee or provided security during the said financial year.

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

Your Company is not an energy consumption-oriented production unit. Nevertheless, your company has taken sufficient measures to conserve the energy whenever possible.

The foreign exchange earnings and outgo during the year Foreign exchange earnings: Rs 3,34,03,289/- Foreign exchange outgo: Rs 58,53,116/-

15. RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence is very minimal.

16. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls, with reference to financial statement and detection of frauds and errors for ensuring accuracy and completeness of accounting records.

17. MAINTENANCE OF COST RECORDS

The company is not falling within the class of companies required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS. COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date.

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

d) The Directors have prepared the annual accounts on a ‘going concern basis.

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

20. EMPLOYEE STOCK OPTION SCHEME

Your company has issued stock option to employees of the company as per the scheme named as EverestIMS Stock Option Plan -2017 and also under EverestfMS Technologies Pvt Ltd Employees Stock option Plan RSU 2022. Following are the details of such options as at the end of financial year :-

Particulars	Stock Option Plan-2017	Stock Option Plan RSU 2022
Options Granted till date	5,80,000 options	3,79,494 Options
Options Granted during the year	Nil	64,950 Options
Options Vested and exercised during the year	Nil	Nil
Options Vested and exercised previous years	5,80,000 options	Nil
The Total number of shares arising as a result of exercising of option during the year	Nil	Nil
Options lapsed	Nil	18,696 Options
The exercise price	Rs 5/- per share	Re 1 per share or such higher amount as per ESOP committee
Variation of terms of options	Nil	Nil
Money realized by exercise of options	Nil	Nil
Total Number of options in force	Nil	3,60,798
Options granted to Key Managerial Personnel - Employee-wise	Nil	Nil
Any other employee who were granted option, during any one year of option amounting to 5% or more of options granted during that year - Employee Wise	No such options during the year	No such options during the year
Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital of the company at the time of grant	No such options during the year	No such options during the year

2L CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility Policy as per the requirements of the Act and the same is available on the website of the Company. In view of the amount to be spent on CSR activities not exceeding Rs 50 lakh, no separate CSR Committee is formed, and your Board of Directors shall discharge the functions of CSR Committee. Your Board of Directors have spent the amount as per provisions of section 135 of Companies Act read with Companies (CSR Policy) Rules,2014. The Annual Report on CSR activities pursuant to Section 135 read with Rule 8 of

Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure to this Report.

22. OTHERS

During the year under review:

i. All Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. Your directors draw attention of the members to notes to the Financial Statements which sets out related party disclosures.

ii. The Company has not invited/ accepted any deposits from the public. There were no unclaimed or unpaid deposits as on March 31, 2024.

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

23. ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, customers, and bankers for their continued support given by them to the Company and their confidence reposed in the management.