Integrated Personnel Services Ltd Directors Report

To,

The Shareholders,

Your Directors have pleasure in presenting the 22 nd Annual Report, together with the Audited Financial Statements of the Company for the financial year ended 31 st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The following is the highlight of the standalone financial performance of the Company during the financial year under review:

(? in Lakhs)

Standalone Consolidated

Particulars	Year ended 31 st March, 2025	Year ended 31 st March, 2024	Year ended 31 st March, 2025	Year ended 31 st March, 2024
Revenue from Operations	26,280.24	20,572.60	31,623.07	24,559.23
Other Income	101.93	53.84	58.76	60.82
Total Income	26,382.18	20,626.44	31,681.83	24,620.05
Finance Cost	312.15	312.54	433.98	435.11
Depreciation	122.50	77.38	160.58	98.57
Other Operating Expenses	25,451.67	19,834.47	30,412.49	23,537.43
Total Expenses	25,886.32	20,224.40	31,007.05	24,071.11
Profit Before Tax	495.85	402.04	674.77	548.93
Current Tax	25.00	22.00	29.15	22.00
Deferred Tax	-17.86	-11.54	-18.16	-11.07
Tax of Earlier Year	-2.89	0.00	-2.89	0.00
Profit/(Loss) after Tax	491.60	391.58	666.67	538.00
Earnings per Share	6.33	5.43	8.59	7.46
Diluted earnings per share	6.33	4.83	8.59	6.63

2. STATE OF COMPANYS AFFAIRS:

Standalone:

During the period under review, the Company has achieved a total income of Rs. 26,382.18 Lakhs in the financial year 2024-2025 as against Rs. 20,626.44 Lakhs in the financial year 2023-2024. The Company has earned a Profit after tax of Rs. 491.60 Lakhs in the financial year 2024-2025 as compared to Rs. 391.58 Lakhs in the financial year 2023-2024.

Consolidated:

During the period under review, the Company has achieved a total income of Rs. 31,681.83 Lakhs in the financial year 2024-2025 as against Rs. 24,620.04 Lakhs in the financial year 2023-2024. The

Company has earned a Profit after tax of Rs. 666.67 Lakhs in the financial year 2024-2025 as compared to Rs. 538.00 Lakhs in the financial year 2023-2024.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company has not transferred any amount to General Reserve during the financial year.

4. DIVIDEND :

Considering the Companys performance for FY 2024-25 and to appropriately reward the members, the Directors have recommended a Final Dividend of 10 Paise (1%) per Equity Share for the financial year ended 31st March, 2025 which is subject to approval of the shareholders of the Company in the ensuing 22 nd Annual General Meeting.

5. MATERIAL CHANGES OCCURRED DURING THE FINANCIAL YEAR 2024-2025:

a. APPROVAL FOR SUBSCRIPTION OF MEMORANDUM OF ASSOCIATION & ARTICLES OF ASSOCIATION:

The Board of Directors of the Company at their meeting held on 18 th July, 2023 has approved the incorporation of IPSAI Novation Tech Private Limited and further resolved to invest in and subscribe to 60% of its share capital , thereby establishing it as a subsidiary of the Company. This decision is in line with the Companys strategic objectives to expand its business operations and enhance its presence in key markets.

During the year under review, the Board of Directors at their meeting held on 25 th October, 2024 has approved the introduction of an Employee Stock Option Plan (ESOP) to attract, retain, and motivate employees, and to align their interests with the long-term goals of the Company. In this regard, the Board passed a resolution approving the ESOP, comprising the grant of stock options not exceeding 2,50,000 (Two Lakh Fifty Thousand) equity shares of Rs 10/- (Rupees Ten Only) each of the Company, subject to the approval of shareholders and in accordance with applicable laws and regulatory guidelines. The ESOP has been structured to ensure transparency, fairness, and compliance, and is aimed at fostering a sense of ownership among employees and encouraging sustained performance.

b. CHANGE IN BOARD OF DIRECTORS AND KEY MANGAGERIAL PERSONNEL (KMP):

The Company noted the resignation of Director as under:

Sr. No.	Name of Directors KMP and	Appointment/ Resignation/ Regularization/ Change in Designation	Designation	Type of Meeting in which Appointment/ Resignation/ Regularization/ Change in Designation was done	Date of Appointment/ Resignation/ Regularization
1.	Mr. Hariom Sarda	Resignation	Independent Director	Board Meeting	23/10/2024

c. APPROVAL OF SECTION 180(1)(A). 180(11(0. 186 OF THE COMPANIES ACT, 2013:

The Board of Directors at their meeting held on 03rd September, 2024, and Annual General Meeting held on 30th September, 2024 has obtained approval for increasing borrowing powers and inter - corporate loans & investments up to Rs. 200 Crore under Section 186, Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013 and the rules made thereunder.

d. APPROVAL OF SECTION 185 OF THE COMPANIES ACT. 2013:

The Board of Directors at their meeting held on 03rd September, 2024, and Annual General Meeting held on 30th September, 2024, has obtained approval for providing loans and guarantees up to Rs. 200 Crore under Section 185 of the Companies Act, 2013 and the rules made thereunder.

6. MATERIAL CHANGES OCCURRED AFTER FINANCIAL YEAR 2024-25 TILL THE ISSUANCE OF ANNUAL REPORT:

a. The Company approved the financial statements and auditors report for the Financial Year

2024- 2025 at the Board meeting held on 16 th May, 2025.

b. The Company has re-appointed Leela fintech, as Internal Auditor of the company for the Financial Year 2025-2026 at the board meeting held on 3 rd September, 2025.

c. The company has re-appointed M/s ATSJ and Associates, Chartered Accountant as Statutory Auditor of the company in board meeting held on 3 rd September, 2025 for Three consecutive financial years commencing from 2025-2026 till 2027-28, subject to approval of shareholder in ensuing annual general meeting.

d. The Company has appointed M.K. Saraswat & Associates, Company Secretaries as Secretarial Auditor of the company for five consecutive financial years commencing from

2025- 2026 till 2029-30, subject to approval of members in ensuing annual general meeting.

7. SHARE CAPITAL:

> AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31st March, 2025 stood at Rs. 10,00,00,000/- (Rupees Ten Crore Only), divided into 1,00,00,000 (One Crore) equity shares of Rs. 10/- each. There was no change in the Authorised Share Capital during the financial year 2024-25.

> PAID UP SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31st March, 2025 stood at Rs. 8,60,65,100/- (Rupees Eight Crore Sixty Lakh Sixty-Five Thousand One Hundred Only), divided into 86,06,510 (Eighty-Six Lakh Six Thousand Five Hundred Ten) equity shares of Rs. 10/- each.

During the year, the Paid-up Share Capital increased due to the conversion of share warrants into equity shares, pursuant to resolutions passed by the Board of Directors through circulation. A total of 11,33,200 equity shares were allotted on 16th October, 2024, and 2,66,800 equity shares were allotted on 11th February, 2025, upon receipt of balance consideration in accordance with the terms of the issue and applicable regulatory provisions.

8. TRANSFER OF SHARES:

No share transfers held during the period starting from 1 st April, 2024 to 31 st March, 2025.

9. TRANSMISSION OF SHARES:

There was no transmission of shares during the period starting from 1 st April, 2024 to 31 st March, 2025.

10. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

As on 31st March, 2025, the Company has the following Subsidiaries and Associate Companies: Subsidiaries:

1. IPS Vantage Tech Services Private Limited (Wholly-Owned Subsidiary)

2. Integrated Personal Services Limited (Wholly-Owned Subsidiary)

3. IPSAI Novation Tech Private Limited

4. IPS Tech Inc Associate Companies:

1. Integrated Personal Services Contracting LLC.

The Company does not have any joint venture as on 31st March, 2025.

A statement containing the salient feature of the financial statement of the Companys Wholly-owned Subsidiary, Subsidiary and the Associate company, pursuant to the first proviso to sub-section (3) of Section 129 has been given in Form AOC-1 and is enclosed as Annexure - B.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is placed on the Companys website at the link

https://www.integratedpersonnelservices.com/wpcontent/uploads/2023/08/IPSL Material Subsidiary Policy.pdf

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on March 31, 2025, the Board of Directors and KMP of the Company comprises of 5 (Five) Directors, of which 2 (Two) are Non-Executive Independent Directors & 2 (Two) are Executive Directors and 1 (One) is Non-Executive Non-Independent Director and 1 (One) Company Secretary and 1 (One) Chief Financial Officer. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:

Sr. No.	Name of Directors	Designation
1.	Mr. Tarang Raghuvir Goyal	Managing Director and Chairman
2.	Mrs. Sandeep Kaur Goyal	Whole Time Director
3.	Mr. Raghuvir Prasad Goyal	Non-Executive and NonIndependent Director
4.	Mr. Ashok Nagori	Non-Executive and Independent Director
5.	Mr. Girish Kumar Joshi	Non-Executive and Independent Director
6.	Mr. Haridasan Krishnan Unni Nair	Chief Financial Officer
7.	Ms. Kavita Yadav	Company Secretary and Compliance Officer

On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.

There are changes in Directors and Key Managerial Personnel for the period under review.

Changes in Directors and Key Managerial Personnel:

Mr. Hariom Sarda has been resigned as a director (in the category of Independent Director) with effect from 23 rd October, 2024.

There are no other changes in Directors and Key Managerial Personnel.

Re - Appointment of Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Raghuvir Prasad Goyal (DIN: 00125027), are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for reappointment .

12. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, advances and/or guarantee provided by the Company and investments as per section 186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts of the Company are provided in Notes to the financial statements.

14. COMPOSITION OF BOARD COMMITTEES:

The Composition of various committees is in accordance with applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

A) AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the financial year, the Audit Committee was reconstituted by the Board of Directors at its meeting held on 25 th October, 2024. The reconstituted Audit Committee comprises the following members:

1. Mr. Ashok Nagori - Chairperson, Non-Executive Independent Director

2. Mr. Girish Joshi - Member, Non-Executive Independent Director

3. Mr. Raghuvir Prasad Goyal - Member, Non-Executive Director

All members of the Audit Committee possess sound knowledge of finance, accounting, and audit practices.

The Committee functions in accordance with the terms of reference specified by the Board and is responsible for oversight of the Companys financial reporting, internal controls, and audit processes.

The Committee met Seven (7) times during the financial year on 29 th May, 2024, 18 th July, 2024, 03 rd September, 2024, 14 th November, 2024, 13 th December, 2024, 08 th January, 2025 and 13 th February, 2025 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.

The composition of the Audit Committee and the details of meetings attended by its members are given below:

Name of the Members	Category	Audit Committee Meetings Dates (2024-2025)							No. Meetings Entitled to Attend	No. of Meeting s Attende d
		29 th May, 2024	18 th July, 2024	03 rd Sept,2 024	14 th Nov, 2024	13 th Dec, 2024	08 th Jan 2025	13 th Feb, 2025
Mr. Ashok Nagori	Chairperson (Independent Director)	Yes	Yes	Yes	Yes	Yes	Yes	Yes	7	7
Mr. Hariom Sarda	Member (Independent Director)	Yes	Yes	Yes					3	3
Mr. Girish Kumar Joshi	Member (Independent Director)				Yes	Yes	Yes	Yes	4	4
Mr. Raghuvir Prasad Goyal	Member (Non Executive Director)	Yes	Yes	Yes	Yes	Yes	Yes	Yes	7	7

B) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in accordance with Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013.

During the financial year, the Nomination and Remuneration Committee was reconstituted by the Board of Directors at its meeting held on 25 th October, 2024. The reconstituted Nomination and Remuneration Committee comprises the following members:

1. Mr. Ashok Nagori - Chairperson, Non-Executive Independent Director

2. Mr. Girish Kumar Joshi - Member, Non-Executive Independent Director

3. Mr. Raghuvir Prasad Goyal - Member, Non-Executive Director

The role and responsibilities of the Committee are defined as per the applicable provisions and include formulation of criteria for appointment, evaluation, and remuneration of Directors, Key Managerial Personnel, and Senior Management. The Committee acts in accordance with the terms of reference specified and amended by the Board from time to time.

The Committee met Three (3) times during the year on 03 rd September, 2024, 22 nd October, 2024 and 25 th March, 2025. The necessary quorum was present at the meeting.

The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:

Name of the Members	Category	NRC Meetings Date (2024-2025)			No. of Meetings Entitled to Attend	No. of Meetings Attended
		03 rd Sept, 2024	22 nd Oct, 2024	25 th Mar, 2025
Mr. Ashok Nagori	Chairperson (Independent Director)	Yes	Yes	Yes	3	3
Mr. Hariom Sarda	Member (Independent Director)	Yes	Yes		2	2
Mr. Girish Kumar Joshi	Member (Independent Director)	Yes	Yes	Yes	3	3
Mr. Raghuvir Prasad Goyal	Member (NonExecutive Director)			Yes	1	1

Nomination and Remuneration Policy is hosted on the website of the Company i.e.

www.integratedpersonnelservices.com.

The performance of Independent Directors was evaluated on the following criteria:

?€? Exercise of independent judgment in the best interest of Company;

?€? Ability to contribute to and monitor corporate governance practice;

?€? Adherence to the code of conduct for independent directors.

The entire Board of Directors carried out the performance evaluation of the Independent Directors on various parameters like engagement, analysis, decision making, communication and interest of stakeholders. In the evaluation process the Directors, who were subjected to evaluation did not participate.

C) STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordance with Regulation 20 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013.

During the financial year, the Stakeholders Relationship Committee was reconstituted by the Board of Directors at its meeting held on 25 th October, 2024. The reconstituted Stakeholders Relationship Committee comprises the following members:

1. Mr. Ashok Nagori - Chairperson, Non-Executive Independent Director

2. Mr. Girish Kumar Joshi - Member, Non-Executive Independent Director

3. Mr. Raghuvir Prasad Goyal - Member, Non-Executive Director

The Stakeholders Relationship Committee is primarily responsible for ensuring the effective and timely redressal of grievances of shareholders, debenture holders, and other security holders. This includes handling complaints related to the transfer and transmission of shares, non-receipt of annual reports, non-receipt of declared dividends, and other related matters.

The Committee also oversees the initiatives undertaken by the Company to enhance investor satisfaction and continuously monitors measures for improving the quality of services provided to security holders.

The Company has designated the e-mail ID: cs@ipsgroup.co.in and info@bigshareonline.com exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Companys website i.e. www.integratedpersonnelservices.com

The following table shows the nature of complaints received from the shareholders during the years 2024-2025.

	Nature of Complaints	Received	Pending	Disposed
1.	Non receipt of Annual Report	-	-	-
2.	Non-Receipt of Share Certificates after transfer	-	-	-
3.	Non-Receipt of Demat Rejected S/C\u2019s	-	-	-
4.	Others	-	-	-
	Total	-	-	-

There were no complaints pending as on 31 st March, 2025.

The Stakeholder Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met Once (1) during the year on 13 th February, 2025. The necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:

Name of the Members	Category	Stakeholder Relationship Committee Meetings Dates (2024-2025) 03 th February, 2024	No. of Meetings entitled to Attend	No. of Meetings Attended
Mr. Ashok Nagori	Chairperson (Independent Director)	Yes	1	1
Mr. Hariom Sarda	Member (Independent Director)
Mr. Girish Kumar Joshi	Member (Independent Director)	Yes	1	1
Mr. Raghuvir Prasad Goyal	Member (Non-Executive Director)	Yes	1	1

D) INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of NonIndependent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.

The independent Directors in their meeting shall, inter alia-

(a) review the performance of non-independent Directors and the board of Directors as a whole;

(b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors;

(c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of Directors that is necessary for the board of Directors to effectively and reasonably perform their duties.

Independent Directors met once during the year on 13 th February, 2025 and was attended by all Independent Directors.

None of the Non-Executive Independent Directors nor their relatives hold Equity Shares of the Company.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received a Declaration that the Independent Director meets the criteria of Independence laid down in sub-section (6) of section 149 of the Companies Act 2013.

16. MEETING OF THE BOARD OF DIRECTORS AND SHAREHOLDERS:

The following Meetings of the Board of Directors were held during the financial year 2024-2025:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	29/05/2024	6	6
2	18/07/2024	6	6
3	03/09/2024	6	6
4	25/10/2024	5	5
5	14/11/2024	5	5
6	13/12/2024	5	5
7	08/01/2025	5	5
8	13/02/2025	5	5
9	25/03/2025	5	5

The following Meetings of the Shareholders were held during the financial year 2024-2025:

Sr. No.	Particulars	Date of Meeting	No. of Members Present
1	Annual General Meeting	30/09/2024	17
2	Extra - Ordinary General Meeting	25/11/2024	15
3	Extra - Ordinary General Meeting	11/03/2025	20

17. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual Return in Form MGT-7 as on March 31, 2025 is available on the Companys website at https://www.integratedpersonnelservices.com

18. INTERNAL CONTROLS:

The Company has in place adequate internal controls with reference its nature of business which meets the following objectives:

?€? providing assurance regarding the effectiveness and efficiency of operations;

?€? efficient use and safeguarding of resources;

?€? compliance with policies, procedures and applicable laws and regulations; and

?€? transactions being accurately recorded and promptly reported.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

19. INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to Financial Statement.

Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.

The Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and are operating effectively as intended.

20. STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. AMS & Co., Chartered Accountants (Firm Registration No. 130878W), was appointed as the Statutory Auditors of the Company to hold office for a term of five years from the conclusion of the 19th Annual General Meeting until the conclusion of the 24th Annual General Meeting of the Company.

However, during the year under review, M/s. AMS & Co. tendered their resignation as Statutory Auditors of the Company, resulting in a casual vacancy in the office of auditors. The Board of Directors, at its meeting held on 13 th December, 2024, recommended the appointment of M/s. ATSJ and Associates, Chartered Accountants (Firm Registration No. 152047W), to fill the said casual vacancy. The same was subsequently approved by the members at the Extra-Ordinary General Meeting held on 11 th March 2025, and M/s. ATSJ and Associates were appointed as Statutory Auditors of the Company to hold office until the conclusion of the 22 nd Annual General Meeting.

The Board of Directors of the Company ("the Board"), at its meeting held on 03 rd September, 2025, has considered the experience and expertise and on the recommendation of the Audit Committee, proposed to the Members of the Company re-appointment of M/s. ATSJ and Associates, Chartered Accountants (Firm Registration No. 152047W), as Statutory Auditors of the Company, for a term of 3 (Three) Consecutive years from the conclusion of this 22 nd Annual General Meeting (AGM) until the conclusion of the 25 th AGM to be held in the year 2028, at such remuneration as may be mutually agreed between the Board of Directors/ Audit Committee of the company in consultation with the Statutory Auditors. The Auditors have confirmed that they are not disqualified from re-appointing and continuing as Auditors of the Company.

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

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Auditors Report doesnt contain any information in relation to fraud.

21. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M K Saraswat & Associates LLP (COP No.: 10856), Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report issued by M/s. M K Saraswat & Associates LLP (COP No.: 10856, Company Secretaries 2024-2025 does not contain any qualifications or adverse remarks. The Secretarial Audit report is annexed to the Director Report in Form MR-3 as Annexure - C.

Secretarial Audit has also been carried out for our wholly owned subsidiary, IPS Vantage Tech Services Private Limited, as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as is annexed to the Director Report in Form MR-3 as Annexure - D.

22. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of Companies Act, 2013 and rule 13(1)(2) of Companies (Accounts) Rules, 2014, Company has appointed M/s. LEELA FINTECH SERVICES LLP, Chartered Accountants, as Internal Auditor to conduct the Internal Audit of the Company for the financial year 2024-25.

The Internal Audit Report issued by M/s. LEELA FINTECH SERVICES LLP, Chartered Accountants, for the financial year 2024-2025 does not contain any qualifications or adverse remarks.

23. BOARDS COMMENT ON THE AUDITORS REPORT:

a.) Statutory Auditor:

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

b) Internal Auditor:

There are no observations from Internal Auditors in their report, the report is self- explanatory and does not call for any further comment by the Board of Directors.

c) Secretarial Auditor:

There are no observations from Secretarial Auditors in their report, the report is self- explanatory and does not call for any further comment by the Board of Directors.

24. PUBLIC DEPOSITS:

The Company has not accepted Public Deposits within the purview of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

25. MAINTENANCE OF COST RECORDS:

The Central government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013.

26. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year ended March 31, 2025, were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions during the financial year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is given in Note 30 to the Balance Sheet as on March 31, 2025.

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

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo.

The Company has not spent any substantial amount on Conservation of Energy or technology absorption as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:

(? in Lakhs)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Foreign Exchange Earnings	45.91	0.63
Foreign Exchange Outgo	0.31	3.30

28. CORPORATE SOCIAL RESPONSIBILITY:

The criteria prescribed under Section 135 of the Act with respect to constituting CSR committee, adopting CSR policy and spending amount on CSR activities in accordance with the Act do not apply to the Company.

29. MANAGERIAL REMUNERATION:

During the period under review, the Company has complied with provisions made under the Section 197 of Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure underRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure -E.

30. DIRECTORS RESPONSIBILITY STATEMENT:

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

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 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company is listed on the SME Platform of the National Stock Exchange. In accordance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Secretarial Compliance Report for the financial year 2024-2025 has been obtained from the Practicing Company Secretary and is attached as Annexure F to this Report.

32. CORPORATE GOVERNANCE REPORT :

The Company is listed on SME platform of National Stock Exchange; provisions related to corporate governance are not applicable to the company.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism called "Whistle Blower Policy" with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.

No Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The details of the Policy have been posted on the Companyswebsite www.integratedpersonnelservices.com .

34. INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhere to the code.

The details of the Code of Conduct have been posted on the Companys website www.integratedpersonnelservices.com .

35. CFO CERTIFICATION:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 is given in Annexure -G.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 read with ScheduleV of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking.

Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

Management Discussion and Analysis Report is given in Annexure - H to the Directors Report.

37. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of familiarization programme for Independent Directors is given in Annexure -I.

The details of the familiarization programme for independent directors have been posted on the Companyswebsite www.integratedpersonnelservices.com .

38. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

The certificate of non-disqualification of directors for the financial year 31 st March, 2025, is annexed as Annexure - J .

39. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the period, under review your Company is in compliance with all the applicable Secretarial Standards as specified or issued by the Institute of Company Secretaries of India.

40. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

41. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.

The Company has an Internal Committee to redress and resolve any complaints arising under the POSH Act. Training / Awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

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

42. MATERNITY BENEFIT:

As part of our ongoing commitment to employee welfare, diversity, and inclusion, we continue to support our staff through a comprehensive maternity policy. This policy reflects our dedication to

creating a family-friendly workplace and ensuring that all employees feel supported during key life events.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

42. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 OR ANY OTHER REGULATORY AUTHORITY:

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

44. INFORMATION TO SHAREHOLDERS:

a) Annual General Meeting - Date, Time, Venue

Annual General Meeting	22 nd Annual General Meeting
Day & Date	Tuesday, 30 th September, 2025
Time	11.30 a.m.
Venue	Through Video conferencing

For details, please refer to the Notice of this AGM.

b) Re - Appointed of Director

The particulars of directors seeking re-appointment at the ensuing AGM are mentioned in the Annexure- A to the Notice of this AGM.

c) Listed on Stock Exchange:

The Company is listed on Emerge Platform of NSE Limited.

d) Stock Code:

NSE Scrip Name: IPSL

Depository Connectivity: NSDL & CDSL

ISIN Number for equity shares of the Company: INE02EE01019

e) Market price data:

High & Low during the financial year 2024-2025 on NSE:

Month	High	Low	Closing
April 2024	206.00	166.00	172.95
May 2024	179.00	135.50	160.00
June 2024	183.00	146.00	146.00
July 2024	184.00	140.00	184.00
August 2024	204.00	152.50	201.00
September 2024	249.00	175.00	237.95
October 2024	312.00	190.40	278.50
November 2024	316.40	269.00	292.10
December 2024	320.00	256.55	320.00
January 2025	336.00	281.60	311.50
February 2025	398.00	245.05	326.50
March 2025	364.00	240.05	270.00

f ) Distribution of Shareholding as on 31 st March, 2025:

No. of Equity Shares held	No. of Shareholders	No. of Shares held	% in Equity Capital
1-500	30	13100	0.1522%
501-1000	51	51000	0.5926%
1001-2000	84	162000	1.8823%
2001-3000	13	38500	0.4473%
3001-4000	20	78500	0.9121%
4001-5000	9	43000	0.4996%
5001-10000	24	183500	2.1321%
10001 and Above	33	6636910	77.1150%
Total	264	7206510	83.7332%

*During the financial year 2024-25, the Company allotted 11,33,200 equity shares on October 16, 2024, and 2,66,800 equity shares on February 11, 2025, upon receipt of the balance consideration, in accordance with the terms of the issue and applicable regulatory provisions. Since the trading approval for the said shares was received subsequent to March 31, 2025, the same has not been included in the Distribution of Shareholding as on the reporting date

g ) Shareholding Pattern as on 31 st March, 2025:

Sr. No.	Category of Shares	No. of Shares	% of total shares
(A)	Promoter & Promoter Group:
	(a) Individuals/Hindu Undivided Family	57,76,342	67.12
	Sub Total:	57,76,342	67.12
(B)	Public Shareholding:
	1. Institutions
	(a) Financial Institutions/Banks/Any Others	0	0.00
	(b) Foreign Institutional Investors	0	0.00
	2. Non-Institutions
	(a) Directors and their relatives (excluding Independent Directors and Nominee Directors)	0	0
	(b) Individuals	19,72,500	22.92
	(c) Clearing Members	500	0.01
	(d) Hindu Undivided Family	1,42,168	1.65
	(e) Non-Resident Indians (NRI)	2000	0.02
	(f) Bodies Corporate	7,13,000	8.28
	Sub Total:	28,30,168	32.88
	GRAND TOTAL	86,06,510	100.00

h) Dematerialization of Shares:

As on March 31, 2025, 86,06,510 Equity Shares were held in dematerialized form with NSDL and CDSL. The 100% shareholding of Promoters & Promoters Group is in dematerialised form in compliance with Regulation 31(2) of the Listing Regulations.

i) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date &likely impact on equity:

During the year, No GDRs/ADRs/Warrants or convertible instruments have been issued by the Company.

j) Details of shares in suspense account:

The are no shares in suspense account.

45. ACKNOWLEDGEMENT:

The Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.

The Directors appreciate & value the contribution made by every member of the company.

For and on Behalf of the Board of Directors Integrated Personnel Services Limited

Mr. Tarang Raghuvir Goyal	Mrs. Sandeep Kaur Goyal
Chairman& Managing Director	Whole Time Director
DIN: 01885882	DIN: 01724446

Date: 03/09/2025 Place: Mumbai