Infronics Systems Ltd Directors Report

To

The Members,

Infronics Systems Limited

The Directors have pleasure in presenting before you the 25^th Boards Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

The performance during the period ended March 31, 2025 has been as under:

(Amount in lakhs.)

Particulars	F.Y. 2024-25	F.Y. 2023-24
Revenue from operations	228.58	434.06
Other income	8.84	3.39
Total Income	237.42	437.45
Less: Total Expenses	80.66	84.47
Profit/ (Loss) Before Exceptional Item and Tax	156.76	352.98
Less: Exceptional Item	--	--
Less: Provision for taxation	44.38	100.86
Profit after Tax	112.38	252.12

2. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Boards Report there was no change in the nature of Business.

4. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any deposits from the public as per the provisions of Sections 73 and 74 of the Act read with Rules made thereunder and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

5. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2025, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated January 22, 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

6. TRANSFER TO RESERVES:

During the year under review Rs.112.38 Lakhs have been transferred to the General Reserves.

7. DIVIDEND:

In line with the Companys strategic plans and with a view to conserving resources for future growth initiatives , the Directors have decided not to recommend any dividend for the year.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. SHARE CAPITAL:

Listing of Shares

The equity shares of the Company are listed on BSE Limited (BSE). The listing fee for the year 2024-25 has already been paid to the credit of the Stock Exchange.

Authorised Share Capital

As on March 31, 2025, the Authorised Share Capital of your Company stood at Rs.11,00,00,000/- (Rupees Eleven crores only) divided into 1,10,00,000 (One Crore Ten Lakh) equity shares of face value of Rs.10/- (Rupee Ten only) each.

Paid-up Share Capital

As on March 31, 2025, the Paid-up Equity Share Capital of your Company stood at Rs.7,92,64,610/-* (Rupees Seven Crore Ninety Two Lakh Sixty Four Thousand Six Hundred and Ten only) comprising of

79,26,461 (Seventy Nine Lakh twenty six thousand four hundred and sixty one) equity shares of face value of Rs. 10/- (Rupees Ten only) each.

*Note - Company has consolidated two shares of nominal value of Rs.05/- each into one share of nominal value of Rs.10/- each in the Annual General Meeting held on September 30, 2015. Consequently, the Paid-up Equity Share Capital of the Company changed from ?7,92,64,615 (pre-consolidation) to ?7,92,64,610 (post-consolidation), resulting in a difference of ?5/-.

Changes in Capital Structure

During the Financial Year 2024-25 your Company has neither issued shares with differential voting rights as to dividends, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the Company under any scheme such as bonus, right issue, private placement, preferential allotment or by any other mode as per Companies Act, 2013.

10. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations have been noticed for inefficiency or inadequacy of such controls. The Company maintains an appropriate system of internal control, including monitoring procedures to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

There were no contracts or arrangements entered into by the company during the financial year 2024-25. Hence, Form AOC-2 is not applicable.

13. CORPORATE GOVERNANCE:

As per the provisions of Regulation 15(2) of the Listing Regulations, the Company having paid-up equity share capital not exceeding Rs.10 crores and Net Worth not exceeding Rs.25 crores, as on the last day of the previous financial year, are exempted from the provisions of the Corporate Governance. The Paid up share capital and net worth for 2022-23, 2023-24 and 2024-25 are detailed in the below table:-

Sr No	Financial Year (F.Y.)	Paid up Capital (Rupees in Crores)	Net worth (Rupees in Crores)
1.	2024-25	7.92	3.34
2.	2023-24	7.92	2.22
3.	2022-23	7.92	(0.29)

As the Paid-Up Equity Share Capital and Net Worth as on March 31, 2025 were below ?10 crore and ?25 crore respectively, the provisions of Corporate Governance under the Listing Regulations were not applicable during the Financial Year 2024-25.

14. ANNUAL RETURN:

As required under Section 134(3)(a) of the Act, the draft of Annual Return for the financial year 2024-25, is put up on the Companys website and can be accessed at bit.lv/AnnualReturnFY24-25

Further, the Annual Return (i.e., e-form MGT-7) for the financial year 2024-25 shall be filed by the Company with the Registrar of Companies, Hyderabad, within the stipulated period.

15. DIRECTORS/CEO/CFO AND KEY MANAGERIAL PERSONNEL:

There were no changes in the Directors/Key Managerial Personnel of the Company, whether by way of resignation or appointment, during the financial year 2024-25 and up to the date of this Boards Report, except Mr. Vishnu Sri Ram Gurumurhty (DIN: 08614445), who was appointed as an Additional Director (Non-Executive) with effect from January 03, 2024, was regularised as a Director (Non-Executive) by the shareholders at the 24^th Annual General Meeting of the Company held on September 27, 2024.

Director liable to retire by rotation:-

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vishnu Sri Ram Gurumurthy (DIN: 08614445), Director (Non-Executive) of your Company retires by rotation in the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

Declaration by the Directors

The Directors have issued confirmation to the Company, confirming that they have not made any default under Section 164(2) of the Act, as on March 31, 2025.

Declaration by Independent Directors

The Company has received declarations from Ms. Thanmai Gurijala and Ms. Deepthi Konakanchi, the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as clause (b) of sub-regulation (1) of Regulation 16 of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and that they are independent of management. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made thereunder and SEBI Listing Regulations and are independent of the management.

16. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

As required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, information relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration etc. is annexed as "Annexure-I" to this report.

Remuneration Policy

The Nomination and Remuneration Committee (NRC) has formulated a Policy to guide the appointment, removal, evaluation, and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management, and other employees of the Company. The Policy lays down criteria for determining qualifications, competencies, positive attributes, and independence of Directors, and ensures that the level and composition of remuneration is reasonable, sufficient, and designed to attract and retain talent. It emphasizes a clear relationship between remuneration and performance, balancing fixed and incentive pay with short- and long-term performance objectives, and aligning Directors remuneration with the long-term interests of the Company and its stakeholders.

17. BOARD MEETINGS:

The Board of Directors duly met 05 (Five) times on 29.05.2024, 12.08.2024, 03.09.2024, 13.11.2024 and 13.02.2025 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed under the Act and the SEBI Listing Regulations.

Board Committees

The Company has constituted several Committees of the Board which have been established as part of the best corporate governance practices and are in compliance with the requirements of the

relevant provisions of applicable laws and statutes. As on March 31, 2025, the Board has 03 (Three) mandatory Committees, namely,

1. Audit Committee;

2. Nomination and Remuneration Committee (NRC) and

3. Stakeholders Relationship Committee (SRC).

18. AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

II. The terms of reference of the Audit Committee includes, but is not limited to, to the following:

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

(ii) review and monitor the auditors independence and performance, and effectiveness of audit process;

(iii) examination of the financial statement and the auditors report thereon;

(iv) approval or any subsequent modification of transactions of the company with related parties;

[Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the company subject to such conditions as may be prescribed;]

[Provided further that in case of transaction, other than transactions referred to in section 188, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board:

Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee and if the transaction is with the related party to any director or is authorised by any other director, the director concerned shall indemnify the company against any loss incurred by it:

Provided also that the provisions of this clause shall not apply to a transaction, other than a transaction referred to in section 188, between a holding company and its wholly owned subsidiary company.]

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters.

III. The previous Annual General Meeting of the Company was held on 27.09.2024 and Chairperson of the Audit Committee attended the said AGM.

IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

During the financial year 2024-25, 04 (Four) meetings of the Audit Committee were held on 29.05.2024, 12.08.2024, 13.11.2024 and 13.02.2025.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name	Designation	Category	No. of Meetings entitled to attend	No. of Meetings attended
Ms. Deepthi Konakanchi	Chairman	NED (ID)	4	4
Ms. Thanmai Gurijala	Member	NED (ID)	4	4
Mr. Neerad Kumar Gajula	Member	WTD	4	4

NED(ID): Non- Executive Independent Director WTD: Whole-Time Director

19. NOMINATION AND REMUNERATION COMMITTEE:

A). Brief Description of terms of reference:

The Nomination and Remuneration Committee set up by the Board is responsible for:

I. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director of the Company recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel, Senior Management and Other Employees; ;

ii. specifying the manner for effective evaluation of performance of the Board, its committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

iii. devising a policy on diversity of board of directors.

Iv. ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;

v. ensuring that the remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;

vi. such other matters as may be specified by the Board from time to time.

B) COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

01 (One) Nomination and Remuneration Committee Meeting was held on 13.02.2025 during the financial year 2024-25.

Name	Designation	Category	No. of	No. of Meetings
			Meetings held	attended
Ms. Deepthi Konakanchi	Chairman	NED (ID)	1	1
Ms. Thanmai Gurijala	Member	NED (ID)	1	1
Mr. Vishnu Sri Ram Gurumurthy	Member	NED	1	1

NED (ID): Non-Executive Independent Director NED: Non-Executive Director

20. STAKEHOLDERS RELATIONSHIP COMMITTEE:

A) Composition of the Committee, Meetings and Attendance During the Year:

01 (One) Stakeholders Relationship Committee Meeting was held on 13.02.2025 during the financial year 2024-25.

The Details of composition of the Committee are given below:

Name	Designation	Category	No. of Meetings	No. of Meetings
			held	attended
Ms. Deepthi Konakanchi	Chairman	NED (ID)	1	1
Ms. Thanmai Gurijala	Member	NED (ID)	1	1
Mr. Neerad Kumar Gajula	Member	WTD	1	1

NED(ID): Non-Executive Independent Director WTD: Whole-Time Director

B) Details of Shareholders complaints during the financial year:

Number of shareholders complaints received during the financial year	Number of complaints not solved to the satisfaction of shareholders	Number of pending complaints
NIL	NIL	NIL

21. PERFORMANCE EVALUATION:

The Act mandates formal annual evaluation by the Board of its own performance and that of its committees and individual directors. Schedule IV to the Act provides that the performance evaluation of independent directors shall be done by the entire board of directors, excluding the directors being evaluated.

Pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder, the evaluation of the annual performance of the Directors, Board, Committees of the Board, and Key Managerial Personnel (KMP) was carried out for the Financial Year 2024-25. The evaluation process was undertaken by circulating detailed questionnaires to all members of the Board/Committee, focusing on a comprehensive set of parameters.

Key Managerial Personnel (KMP): The evaluation covered professional qualifications, experience, knowledge and competency in their respective areas, understanding of the Companys operations, fulfillment of functions assigned by the Board, teamwork, initiative, availability, commitment, contribution in meetings, integrity, and ability to seek and share information for effective decision-making.

Board of Directors (Non-Independent Directors): Assessment was based on Board structure and diversity, collective competency, mix of qualifications and experience, clarity and transparency in appointments, regularity and frequency of meetings, agenda quality and dissemination, quality of discussions, recording of minutes, governance and compliance oversight, risk evaluation, conflict of interest management, stakeholder engagement and periodic review of the evaluation framework.

Independent Directors: Evaluation focused on adherence to ethical standards, integrity and probity, objectivity and independence in decision-making, commitment of time and attention, constructive participation in meetings, contribution to strategy, performance and risk assessment, vigilance on internal controls, adherence to codes and regulations, disclosure of conflicts, and professional conduct throughout the term.

The Nomination and Remuneration Committee (NRC) reviewed the performance of the Board, its Committees, individual Directors, and KMP, excluding the individuals being evaluated. A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors and the Board as a whole, incorporating feedback from Executive and Non-Executive Directors.

Based on the consolidated feedback received, the performance of the Board, its Committees, the Directors, and KMP was found to be satisfactory. The Directors expressed their satisfaction with the evaluation process and its outcome.

22. AUDITORS AND AUDITORS REPORT:

Statutory Auditors & their Report

M/s. R. Subramanian and Company LLP, Chartered Accountants (Firm Registration No. 004137S/S200041) were appointed as Statutory Auditors of the Company to hold office for a period of 5 years from the conclusion of 23^rd Annual General Meeting till the date of conclusion of the 28^th Annual General Meeting of the Company to be held in the calendar year 2028 at such remuneration plus Taxes, out of pocket, traveling and living expenses, etc. as may be mutually agreed to between the Board of Directors and the Auditors.

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

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act

Remarks by Statutory Auditors:

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31, 2025 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust growth in the industry.

Secretarial Auditors:

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time), your Company appointed M/s. ASN & Associates, Practicing Company Secretaries, for conducting the Secretarial Audit of your Company for the Financial Year 2024-25.

The Secretarial Audit Report in prescribed Form MR-3, issued by the Secretarial Auditor is annexed herewith as Annexure-II to this Report.

Remarks by Secretarial Auditors:

The Board has duly reviewed the Secretarial Audit Report according to the provisions of section 204 of the Companies Act 2013. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark for the Financial Year 2024-25.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 (as amended or re-enacted from time to time), your Company appointed M/s. N R G & Co., Chartered Accountants, as the Internal Auditors of the Company for the Financial Year 2024-25.

The Internal Auditors have conducted the internal audit of the Company for the said financial year and submitted their report to the Audit Committee and the Board.

Remarks by Internal Auditors:

The Internal Audit Report, based on the scope of audit and findings, notes that while the Company has established a framework of internal controls, there are areas identified where further strengthening is required to enhance its effectiveness and ensure consistent application. The Board has taken note of the observations and recommendations and is taking appropriate steps to address the same.

23. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

24. VIGIL MECHANISM:

The Board of Directors of your Company has formulated a Vigil Mechanism/Whistle-Blower Policy, in compliance with the provisions of Section 177(9) of the Act. The Company, through this Policy, aims to encourage its Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, or other improper or illegal activities.

The Policy lays down the process for raising concerns, and provides safeguards for individuals making disclosures. The Policy on Vigil Mechanism/Whistle-Blower Policy has been placed on the website of the Company.

25. RISK MANAGEMENT POLICY:

The company follows a comprehensive system of risk management. The company has adopted a procedure for assessment and minimisation of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the structured risk management process.

26. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:

There were no Subsidiaries or associate companies of the company during the financial year 2024-25.

27. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There were no companies which have become or ceased to be the subsidiaries, Joint Ventures or associate companies during the year.

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

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the immediately preceding financial year, Section 135 of the Companies Act, 2013 relating to Corporate social responsibility is not applicable and hence the company need not adopt any corporate social responsibility.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There are no Loans, Investments or Guarantees/Security given by the Company during the year under Section 186 of the Companies Act, 2013; hence no particulars are required to be given.

31. CREDIT & GUARANTEE FACILITIES:

The Company had availed an unsecured loan of ?300 lakhs from third parties during the financial year 2022-23. As of the beginning of the financial year 2024-25, an outstanding balance of ?100 lakhs remained payable, which has been fully repaid and cleared during the financial year 2024-25. Further, the Company has not availed any additional loans or guarantees during the year under review.

32. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

During the year None of the employees drew a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

However, the remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

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

The required information as per Section 134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3) (b) Technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and OutGo:

Foreign Exchange Earnings: Rs. NIL Foreign Exchange Outgo: Rs. NIL

34. INSURANCE:

The properties and assets of your Company are insured, wherever required.

35. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

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

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

37. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no onetime settlement of loans taken from banks and financial institutions.

38. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

Your Company has adopted a "Code of Internal Procedure and Conduct for Regulating, Monitoring and Reporting of Trading in Securities by Designated Persons" ("Insider Trading Code") as required under Regulation 8(1) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations").

The Company formulated the Insider Trading Code with the objective to deter the Insider trading in the securities of the Company based on the unpublished price sensitive information.

The Insider Trading Code outlines the procedures to be followed and disclosures to be made when dealing in the Companys securities, ensuring the highest ethical standards are maintained. During the year under review, there were no instances of breach/ violation of the Insider Trading Code.

39. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employees stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

4. Non-Exercising of voting rights: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The

Company did not purchase or give any loans for purchase of its shares.

6. Buy back shares: The Company did not buy-back any shares during the period under review.

7. Reduction of Share Capital of the Company: The Company did not approve any scheme of Reduction of Share Capital during the period under review.

8. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

40. COMPLIANCE WITH SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118(10) of the Act, the Company has complied with the applicable provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

41. COMPLIANCE WITH PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The provisions of the Maternity Benefit Act, 1961 were not applicable during the year under review, as the employee strength remained below the prescribed statutory threshold. Nevertheless, the Company remains committed to maintaining a safe, inclusive, and supportive work environment for all employees.

42. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review which forms part of Annual Report pursuant to the SEBI (LODR) Regulations, 2015 as "Annexure-III".

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

The Company has in place a policy on prevention of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

As the employee strength of the Company did not exceed ten during the financial year 2024-25, the requirement to constitute an Internal Complaints Committee was not applicable.

During the year under review, no complaints of sexual harassment were filed, pending, or disposed of.

44. STATEMENT ON COMPLIANCE OF CODE OF CONDUCT:

All Members of the Board and Senior Management have affirmed compliance to the Code of Conduct for the Financial Year 2024-25. A declaration signed by the Whole-Time Director affirming compliance with the Companys Code of Conduct by the Board of Directors and Senior Management for the Financial Year 2024-25 as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure-IV".

45. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors, in the case of a listed company, 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) 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.

46. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the contribution made by the employees at all levels, for the continued growth and prosperity of your Company.

The Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions, other statutory authorities like SEBI, ROC, Stock Exchange, NSDL, CDSL, etc and shareholders of the Company for their continued support for the growth of the Company.

ANNEXURE - I

DISCLOSURE PURSUANT TO SEC. 197 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. The ratio of remuneration to each director to the median remuneration of the employees of the company for the financial year.

Director	Designation	Total Remuneration	Ratio to median remuneration*
Mr. Neerad Kumar Gajula	Whole-Time Director	15,00,000	1.25 : 1
Mr. Vishnu Sri Ram Gurumurthy	Non-Executive Director	Nil	Nil
Ms. Deepthi Konakanchi	Non-Executive Independent Director	Nil	Nil
Ms. Thanmai Gurijala	Non-Executive Independent Director	Nil	Nil

*Median remuneration of the Company for all its employees is Rs.10,00,000/- for the Financial Year 2024-25.

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Name	Designation	Remuneration		Increase/ (Decrease) %*
		F.Y. 2024-25	F.Y. 2023-24
Neerad Kumar Gajula	Whole-Time Director	15,00,000	3,70,968	0%
Navya Surapaneni	Chief Financial Officer	12,00,000	10,00,000	0%
Shubhi Singhal	Company Secretary & Compliance Officer	10,00,000	2,44,597	0%

*The Increase/Decrease denotes the change in the overall CTC of the Director,Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager

3. The percentage increase in the median remuneration of employees in the financial year

Name	Remuneration		Increase/ (Decrease) %
	F.Y. 2024-25	F.Y. 2023-24
Median Remuneration of all the employees per annum*	Nil	Nil	Nil

*Employees other than Key Managerial Personnel are considered for the purpose of aforementioned calculation

4. The number of permanent employees on the rolls of company

Particulars	Number
The number of employees on the rolls of the company as on March 31, 2025	03

5. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and details of there are any exceptional circumstances for increase in the managerial remuneration

Particulars	Increase/(Decrease) %
Average percentage increase in the remuneration of all Employees (Other than Key Managerial Personnel)	Nil
Average Percentage increase in the Remuneration of Key Managerial Personnel	Nil

6. Affirmation that the remuneration is as per the Remuneration policy of the Company.

The Company is in compliance with its Remuneration policy.

Form No. MR-3 SECRETARIAL AUDIT REPORT For The Financial Year Ended 31^st March, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment

and Remuneration Personnel) Rules, 2014]

To,

The Members,

Infronics Systems Limited

Address: Plot No: 30, 31, Brigade Towers,

West Wing, First Floor, Nanakramguda, Financial District,

Hyderabad Rangareddi - 500032, Telangana, India

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Infronics Systems Limited (CIN: L72200TG2000PLC033629)

(here-in-after called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its Officers, Agents and Authorized Representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on 31^st March, 2025, complied with the Statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by Infronics Systems Limited for the Financial Year ended on 31^st March, 2025 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA") and the Rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board

of India Act, 1992 (SEBI Act):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Listing Agreements entered into by the Company with the Stock Exchanges;

e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 - Not applicable as the Company has not issued any Employee Stock Option Scheme;

f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 -Not applicable as the Company has not issued any debt securities during the financial year under review;

g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client

h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable and

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable as the Company did not buy back its equity shares during the financial year under review;

2. We are of the opinion that the Management has complied with the following Laws specifically applicable to the Company:

(a) The Payment of Wages Act, 1936

(b) The Minimum Wages Act, 1948

(c) Employees Provident Funds and Miscellaneous Provisions Act, 1952

(d) The Payment of Bonus Act, 1965

(e) The Payment of Gratuity Act,1972

(f) The Child Labour (Prohibition & Regulation) Act, 1986

(g) The Employee Compensation Act, 1923

(h) Information Technology Act, 2000 and the Rules made there under

We have also examined compliance with the applicable Clauses of the following:

• Secretarial Standards issued by The Institute of Company Secretaries of India.

• The Listing Agreements entered into by the Company with the Stock Exchanges

3. During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above except the following observations:

• The BSE vide its email dated 14^th October, 2024 has levied a fine [as applicable under SEBI circular no SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (Chapter-VII(A)-Penal action for Non-compliance)] of Rs 11,800/- for the month of September for non-submission of the voting results within the period provided under the Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) 2015).

However, subsequently the BSE vide its email dated 22^nd November, 2024 withdrew the fine levied under the said regulation based on the submissions and representations made by the Company that the delay was due to technical difficulties which have been communicated to the BSE within the stipulated time. Accordingly, this matter is recorded as an observation, and no instance of non-compliance is reported.

We further report that:

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. No changes took place in the composition of the Board of Directors during the period under review.

b) Adequate notices given to all Directors to schedule the Board Meetings, Agenda and detailed notes on Agenda were sent either by way of hand delivery or through e-Mail communication, and a system exists for seeking and obtaining further information and clarifications on the Agenda Items before the meeting and for meaningful participation at the meeting.

c) As per the Minutes of the Meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous/with requisite majority and no dissenting views have been recorded.

d) We report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

e) We further report that the Company has complied with the requirements under the Equity Listing Agreements entered into with BSE Limited;

4. We have relied on the representation made by the Company and its Officers for systems and mechanisms formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.