Infollion Research Services Ltd Directors Report

To,

The Members,

Infollion Research Services Limited

Your directors have pleasure in presenting the report on the business and operations of the Infollion Research Services Ltd. together with the Audited Consolidated and Standalone Statement of Accounts of your Company for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS (Consolidated AND Standalone)

A. The Companys financial performance as per Audited Consolidated Financial Statements for the FY 2024-25 under review:

Particulars	Year ended 31.03.2025 (in Lakh)	Year ended 31.03.2024 (in Lakh)
Revenue from Operations	7730.32	5174.83
Other Income	220.84	156.52
Profit before Interest, Depreciation & Tax	1686.59	1170.45
Less: Finance Cost	38.66	13.38
Less: Depreciation & Amortization Expense	1.66	0.43
Profit before Tax	1646.27	1156.63
Less: Income Tax	406.12	288.20
Less: Deferred Tax	-4.00	11.64
Profit after Tax	1244.15	856.80
Less: Proposed Dividend & Tax thereon
Balance Carried to Balance Sheet	1244.15	856.80

B. The Companys financial performance as per Audited Standalone Financial Statements for the FY 2024-25 under review:

Particulars	Year ended 31.03.2025 (in Lakh)	Year ended 31.03.2024 (in Lakh)
Revenue from Operations	7730.32	5174.83
Other Income	223.76	156.52
Profit before Interest, Depreciation & Tax	1679.26	1170.45
Less: Finance Cost	36.69	13.38

 

Particulars	Year ended 31.03.2025 (in Lakh)	Year ended 31.03.2024 (in Lakh)
Less: Depreciation & Amortization Expense	1.66	0.43
Profit before Tax	1640.91	1156.63
Less: Income Tax	406.12	288.20
Less: Deferred Tax	-4.00	11.64
Profit after Tax	1238.78	856.80
Less: Proposed Dividend & Tax thereon	-	-
Balance Carried to Balance Sheet	1238.78	856.80

C. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Name	Address	Country of Incorporation	No. of Shares Held	Amount of Investment ( Lakh)	% Holding
Infollion Research Services Corp. (File Number 3366140)	919, North Market Street, Suite 950, City of Wilmington, Country of New Castle, Delaware, Zip Code 19801	USA	1000	0.85429	100%

Infollion Research Services Corp. , a wholly owned subsidiary of Infollion Research Services Limited was incorporated on April 1, 2025 in the state of Delaware,USA . The audited financial statements including the consolidated financial statement of the Company and all other documents required to be attached thereto are available on the Companys website and can be accessed at https://investors. infollion.com/

2. STATE OF COMPANY AFFAIRS

Business Overview and Strategic Developments

The Company continues to operate within the B2B Human Cloud domain, specializing in on-demand contingent hiring and flexible work arrangements for senior management professionals, subject matter experts, and seasoned industry leaders. Leveraging its core competencies, the Company remains focused on expanding its footprint across both existing and emerging markets through strategic evaluation and execution of growth opportunities.

The Huksa service line, introduced in the previous year, continued to evolve during FY 2024-25. Focused on techno-functional L&D programs for corporates, it remains a key part of the Companys diversification strategy. Further updates are provided in the Management Discussion and Analysis Report.

In line with its global expansion strategy, the Company also established a wholly owned subsidiary in the name of Infollion Research Services Corp in the United States during FY 2024-25, aimed at strengthening its presence and operations in the US market.

The Companys operations are consolidated under a single primary business segment.

Financial Performance

FY 2024-25 marked a year of exceptional growth and performance. As per the Audited Consolidated Financial Statements:

• Revenue from Operations surged by over 49%, rising from 51.75 Crores in the previous fiscal year to 77.30 Crores.

• Profit After Tax (PAT) stood at 12.44 Crores, reflecting a year-on-year increase of more than 45%.

Comprehensive insights into the financial performance are detailed under the CFOs Comments section of the Management Discussion and Analysis Report, which forms an integral part of this Annual 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 12.38 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. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business.

7. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

During the year under review and thereafter, the Company undertook the following changes in its Registered Office:

1. Inter-State Change of Registered Office

Pursuant to the order of the Regional Director, Northern Region, New Delhi, bearing number AA8617468/13(4)/RD (NR)/2024/8472 dated

October 23, 2024, the Registered Office of the Company was shifted from the National Capital Territory (NCT) of Delhi to the State of Haryana. Accordingly, with effect from November 14, 2024, the Registered Office was changed from 80/28, Malviya Nagar, New Delhi - 110017, India to 3rd Floor, Tower B, Unitech Cyber Park, Sector 39, Gurugram - 122002, Haryana, India.

2. Change of Registered Office within the same City

Further, pursuant to the approval of the Board of Directors at its meeting held on August 6, 2025, the Registered Office of the Company was shifted within the local limits of Gurugram, Haryana, from 3rd Floor, Tower B, Unitech Cyber Park, Sector 39, Gurugram - 122002 to 5th Floor, Tower C, Unitech Cyber Park, Sector 39, Gurugram - 122001, with effect from August 6, 2025. All statutory filings with the Registrar of Companies have been duly completed in respect of both changes.

8. SECRETARIAL

A. SHARE CAPITAL

During the year under review, there has been no change in the Authorised Share Capital of the Company. The Paid up share capital of the Company has increased from 9,69,09,040 to 9,69,69,720 pursuant to the allotment of 6068 equity shares of face value of Rs 10.00 each under the Employee Stock Option Plan (ESOP) on 6^th February,2025 "

B. Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively, have been duly complied by your Company.Secretarial Audit Report as Annexure-I is attached in this regard.

C. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at the Web-link https://investors.infollion. com/annual-returns-under-section-92.

9. DISCLOSURE ON EMPLOYEE STOCK OPTION PLAN

OF THE COMPANY

A. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the Guidance note on accounting for employee share-based payments & Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 issued in that regard from time to time.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 - Earnings Per Share issued by Central Government or any other relevant accounting standards as issued from time to time: 12.83 per share

C. Details related to ESOS

(i) A description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS, including -

Date of shareholders approval	28-09-2023
Total number of Options approved under ESOS	2,50,000
Vesting requirements	The granted Options shall vest after a minimum period of 1 year and maximum period of 7 years from the date of grant.
Exercise price or pricing formula	10
Maximum term of options granted	The Options shall vest maximum within seven years from the date of grant.
Source of shares (primary, secondary or combination)	Primary
Variation in terms of options	NA

(ii) Method used to account for ESOS - Fair value method

(iii) Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value

of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed: Not Applicable

(iv) Option movement during the year (For each ESOS):

Particulars	Details
Number of options outstanding at the beginning of the period	24,272
Number of options granted during the year	18,012
Number of options forfeited / lapsed during the year	0
Number of options vested during the year	6068
Number of options exercised during the year	6068
Number of shares arising as a result of exercise of options	6068
Money realized by exercise of options, if scheme is implemented directly by the company (Lakh)	0.61
Loan repaid by the Trust during the year from exercise price received	0
Number of options outstanding at the end of the year	36,216
Number of options exercisable at the end of the year	0

(v) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

Grant 202324	Vest dated 24th January, 2026	Vest dated 24th January, 2027	Vest dated 24th January, 2028
Stock Price (Rs.)	240	240	240
Strike/ Exercise Price (Rs.)	10	10	10
Expected Life of Options (no. of years)	2.25	3.25	4.25
Risk free rate of interest (%)	7.02%	7.05%	7.06%
Implied Volatility factor (%)	54.51%	54.51%	54.51%
Dividend Yield (%)	0%	0%	0%
Fair value per Option at year end (Rs.)	231.46	232.05	232.6

 

Grant 202425	Vest dated 24th January, 2026	Vest dated 24th January, 2027	Vest dated 24th January, 2028
Stock Price (Rs.)	445	445	445
Strike/ Exercise Price (Rs.)	10	10	10
Expected Life of Options (no. of years)	1.5	2.25	3
Risk free rate of interest (%)	6.56%	6.62%	6.61%
Implied Volatility factor (%)	60.51%	60.51%	60.51%
Dividend Yield (%)	0%	0%	0%
Fair value per Option at year end (Rs.)	435.93	436.38	436.80

(vi) Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to -

(a) senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

S. No. Name of the Employee	Designation	No. of Options granted during the year 2024-25	Exercise Price
1 Abhay Sangal	VP-Operations	2595	10/-
2 Abhishek Jha	Chief Financial Officer	1530	10/-
3 Garima Pathak	Assistant Vice President	1548	10/-
4 Parina Kalra	AVP - Operations	1806	10/-
5 Ritika Naithani	Chief Human Resource Officer	1731	10/-
6 Shubham Singh	Team Lead	1956	10/-
7 Varun Khandelwal	VP - Research	2229	10/-

(b) any other employee who receives a grant in any one year of Option amounting to 5% or more of Option granted during that year: In addition to the employee details mentioned above in (a), the following employees have received grant more than 5% of the total Options granted during the year:

S. No. Name of the Employee	Designation	No. of Options granted during the year 202425	Exercise Price
1 Manika Arora	Senior Manager	1086	10/-
2 Monika Gupta	Senior Manager	1212	10/-
3 Neha Diwakar	Senior Manager	966	10/-
4 Nitasha Kapoor	Founders Desk	1353	10/-

(c) identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant: Not Applicable

(vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:

(a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model: Please refer point (v) above.

(b) the method used and the assumptions made to incorporate the effects of expected early exercise: The fair value of options has been calculated by using Black Scholes Model.

(c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility: Please refer point (v) above, and

(d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition: Not Applicable

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 16^th Annual General Meeting of the Company.

10. DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in the composition of Board of Directors and other Key Managerial Personnel: During the year under review, the Board of Directors of the Company was duly constituted. Details are mentioned below:-

1. Pursuant to Section 152(6) of the Companies Act, 2013 and Rules made thereunder, Mr.Munish Bansal (DIN : 01442703 ), Non-Executive Director of the Company, liable to retire by rotation, offered himself 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 15^th Annual General Meeting held on September 16,2024

2. As mentioned in the previous years Annual Report

Mr. Ravi Kumar (DIN: 00854635) has been appointed as a Non-Executive Independent Director of the Company for a period of five (5) consecutive years with effect from February 09, 2024. The appointment of Mr. Kumar was regularised by the Members of the Company vide Postal ballot effected on March 14, 2024.

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. The appointment of Mr. Bansal was regularised by the Members of the Company vide Postal Ballot effected on March 14, 2024.

Retirement by Rotation: In terms of Section 152 of the Companies Act, 2013, Mr.Gaurav Munjal (DIN: 02363421),) would retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The brief profile of Mr.Munjal(DIN: 02363421) is provided in the notes of the Notice of 16^th AGM.

During the financial year 2024-25, there were no changes in the Key Managerial Personnel

(KMPs) of the Company.

However, subsequent to the end of the financial year, pursuant to the approval of the Board of Directors at its meeting held on August 6, 2025, the resignation of Ms. Madhumita Pramanik,

Company Secretary and Compliance Officer of the Company, was noted w.e.f July 18,2025. The Board also approved the appointment of Ms. Megha Rastogi as the new Company Secretary and Compliance Officer with effect from August 6, 2025.

11. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS OF THE COMPANY UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

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 proficiency required to be Independent Director of the Company, fulfil 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 Affairs and they will take the online proficiency 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 Companys 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.

Board Familiarisation and Induction Programme Details of familiarisation programmes for the Independent Directors are available on the website of the Company and can be accessed at https://investors.infollion.com/ policies

12. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors have duly met four (4) 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:

Date of Meeting	Total no. of Directors	No. of Directors present
06-05-2024	5	5
13-08-2024	5	4
14-10-2024	5	5
06-02-2025	5	5

All the Directors of the Company were present in all the meeting except Mr.Piyush Peshwani who was granted Leave of absence for the Board Meeting held on August 13,2024.

13. DETAILS OF BOARD COMMITTEES

Your Company has various Board Committees in place. Further the Corporate Social Responsibility Committee has been constituted 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 was changed during the Financial Year 2023-24.

i. Audit Committee (AC):

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 6,2024,August 13,2024 and October 14,2024,

ii Nomination & Remuneration Committee (NRC):

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 twice (2) times during the year under review i.e., on May 6,2024 and August 13,2024.

iii. Stakeholders Relationship Committee (SRC):

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 August 13,2024.

All the Members of the Committee were present in all the meetings except Mr.Piyush Peshwani who was granted Leave of absence for the Committee Meeting held on August 13,2024.

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 February 6,2025 , 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.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, your Company has undertaken CSR activities in line with its approved CSR Policy.

The impact of some of the flagship CSR initiatives your Company invested in FY25 is shown below

Sl. No. CSR Project / Activity	Location (City/State)	Mode of Implementation (Direct / Through Agency)	Implementing Agency Name (if any)	Amount Spent ()
1 Skill Development Program	Gurugram, Haryana	Direct	NA	2,60,000,00
2 The Aravali NagarVan Project	Gurugram, Haryana	Through Agency	I AM GURGAON	2,50,000.00
3 The Pandala Project	Gurugram, Haryana	Through Agency	One Step Greener	5,35,000.00
Total				10,45,000.00

For the financial year ended March 31,2025, the gross amount required to be spent by the Company towards CSR activities was 10.25 lakhs. The Company has spent 10.45 lakhs during the year, thereby exceeding its prescribed CSR obligation.

The CSR funds during the year were primarily allocated towards the following focus areas:

a) Promoting education and employment-enhancing vocational skills

b) Safeguarding environmental sustainability

These initiatives are in alignment with the Companys commitment to contribute meaningfully to the society and environment.

The details of the CSR activities undertaken, along with the prescribed format as per the Companies (CSR Policy) Rules, 2014, are annexed as Annexure III to this Report.

CSR Policy

The Corporate Social Responsibility Committee had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was subsequently adopted by it and is being implemented by the Company.

The CSR Policy including a brief overview of the projects or programs undertaken by the Company can be accessed in the Governance section of the website, the link of the same is https://investors.infollion.com/ policies

CSR Committee

Further, the Board at its Meeting held on 14th October,2024, constituted the CSR Committee by inducting Mr.Piyush Peshwani Independent Director as the Chairperson and appointing Mr. Gaurav Munjal and Ms.Aayara Shaheer as Members of the Committee.

During the year under review, your Company spent Rs. 10.45 Lakhs on CSR activities. The amount equal to 2% of the average net profit for the past three financial years required to be spent on CSR activities was Rs. 10.25 Lakhs The detailed Annual Report on the CSR activities undertaken by your Company in the FY25 is annexed herewith and marked as Annexure III.

15. MANNER OF FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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 Boards 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 flow, and skills. Individual directors are evaluated based on attendance, time commitment, adherence to the code of conduct, fulfilment 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 boards effectiveness, composition, and strategic oversight. These steps will ensure that the board continues to provide strong governance and guidance to the company.

16. AUDITORS OF THE COMPANY Statutory Auditors:

In accordance with the applicable provisions of Section 139 & 141 of the Act ,the term of the existing Statutory Auditors, M/s Sudesh Kumar & Co., Chartered Accountants (Firm Registration No 019305N) , concludes at the conclusion of the ensuing Annual General Meeting (AGM), in accordance with the provisions of the Companies Act, 2013.

Accordingly, the Board of Directors, based on the recommendation of the Audit Committee, has proposed the appointment of M/s PRANV N Associates, Chartered Accountants (Firm Registration No. 037916N), , as the new Statutory Auditors of the Company for a term of five consecutive years, subject to the approval of the members at the AGM.

A resolution seeking approval of the shareholders for the appointment of M/s PRANV N Associates forms part of the Notice convening the AGM.

I. 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 2024-25.

II. 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.

III. Cost Auditors: The provisions for the appointment of Cost Auditor was not applicable for the financial year 2024-25 and accordingly no such appointments were made during the year.

17. EXPLANATIONS OR COMMENTS MADE BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITORS

The report of the statutory auditors forming part of the Annual Report does not contain any qualification, 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, 2025, forming part of Boards Report as annexure does not contain any qualification, reservation or adverse remark.

The observations made in the Statutory Auditors Report and Secretarial Auditors Report are selfexplanatory and therefore do not call for any further comments.

18. DISCLOSURE ON MAINTENANCE OF COST RECORDS

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.

19. VIGIL MECHANISM POLICY

Your 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 Companys 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.

20. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS

Your 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 Personnel & 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.

21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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 final 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 finance 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.

22. STATEMENT INDICATING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

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 defines 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.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

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

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

a. 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.

ii. the steps taken by the Company for utilisation of alternate sources of energy: the operations of the Company are not energy intensive.

iii. the capital investment on energy conservation equipment: Nil

b. 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 inflows during the year: 368.19 Lakh

Outgo in terms of actual outflows during the year: 1359.00 Lakh

Foreign currency exposure that has not been hedged by the Derivative Instruments: Nil

Foreign Currency Receivables: 152.00 Lakh Foreign Currency Payable: 65.64 Lakh

26. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

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

27. DETAILS OF DIFFERENCE BETWEEN VALUATION REPORT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

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.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 MADE BY THE COMPANY

Your company has given a loan of 85.43 Lakh to its wholly owned subsidiary Infollion Research Services Corp. during the Financial Year 2024-25 at an interest rate of 6% p.a.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

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 arms 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.

30. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

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 2024-25:

Name	Designation	Ratio
Gaurav Munjal	Managing Director	19:1
Aayara Shaheer	Non-Executive Director	NA
Munish Bansal	Non-Executive Director	NA
Piyush Peshwani	Independent Director	NA
Ravi Kumar	Independent Director	NA

Note:

• 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 2024-25 are as under:

Name	Designation	Percentage increase in remuneration in the financial year
Gaurav Munjal	Managing Director	31.75%
Aayara Shaheer	Non-Executive Director	NA
Munish Bansal	Non-Executive Director	NA
Piyush Peshwani	Independent Director	NA
Ravi Kumar	Independent Director	NA
Abhishek Jha	Chief Financial Officer	40.93%
Madhumita Pramanik	Company Secretary & Compliance Officer	25.19%

Note:

• 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 receive sitting fees for attending the Board Meetings, therefore, the required details are not applicable.

d. Number of employees on the rolls of the Company as on 31st March, 2025: 200 employees

e. It is hereby affirmed that the remuneration paid is as per the remuneration policy of the Company.

f. The percentage increase in the median remuneration of employees for the financial year 2024-25 is 3.70%.

g. The average increase in the salaries of employees for the FY 2024-25 is 15.47% and in managerial remuneration for the FY 2024-25 is 31.75%. The increase in remuneration has been considered on various factors i.e., overall performance of the Company, inflation, individual performance & contribution, industry comparatives, availability of the required resource, etc.

h. 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.

31. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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.

32. TRANSFER OF UNCLAIMED/UNPAID AMOUNT TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

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.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms part of this Boards Report and is enclosed as Annexure-II.

34. CORPORATE GOVERNANCE REPORT

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.

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

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:

S. No. Particulars	Status
1 No. of complaints received during the year	Nil
2 No. of complaints disposed of during the year	Nil
3 No. of cases pending for more than 90 days	Nil
4 No. of workshops or awareness programme against sexual harassment carried out	The Company has conducted #1 (one) training and awareness programmes for its employees.
5 Nature of action taken by the employer or district officer	Not applicable

36. Statement on Compliance with the Maternity 38. DIRECTORS RESPONSIBILITY STATEMENT Benefit Act, 1961

Your Company affirms its full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. We are committed to providing a safe, inclusive, and supportive work environment for all employees, including expectant and new mothers.

During the financial year 2024-25, the Company ensured the following in accordance with the Act:

• Provision of maternity leave benefits to eligible women employees, including paid leave of up to 26 weeks.

• Compliance with provisions relating to work-from- home options, as applicable.

• Maintenance of prescribed records and registers as required under the Act.

• No instances of non-compliance or violations of the Act were reported during the period under review.

• Awareness ofmaternity benefitswas communicated to all employees through internal communication channels and employee handbooks.

Your Company continues to uphold and promote gender equality and workplace inclusivity through proactive adherence to statutory obligations and best practices.

37. Workforce Composition and Gender Diversity

As of March 31,2025 your Company employed a total of 200 employees. Our workforce is comprised of individuals with diverse backgrounds, experiences, and perspectives, which we believe are key to driving innovation and sustainable growth.

We are committed to fostering an inclusive and equitable workplace, with a particular focus on gender diversity across all levels of the organization. The gender distribution of our workforce is as follows:

• No of Female employees- 129

• No of Male employees -71

• Transgender employees-0

We continue to implement policies and initiatives aimed at promoting gender balance, such as flexible working arrangements, unconscious bias training, leadership development programs for women, and gender pay equity reviews.

We recognize that achieving gender parity requires continuous effort and accountability, and we are committed to transparent reporting on our progress each year.

Pursuant to Section 134(5) of the Act, the Board of

Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March 2025, 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 affairs of the Company as of 31^st March 2025, 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.

ACKNOWLEDGEMENTS

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 extends thanks to the employees at all levels for their dedication, commitment and hard work put in by them for the Companys achievements. Your directors also gratefully acknowledge the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors
Infollion Research Services Limited
Gaurav Munjal	Aayara Shaheer
Managing Director	Director
DIN:02363421	DIN:08798525