Suvidhaa Infoserve Ltd Directors Report

Dear Members of Suvidhaa Infoserve Limited,

Your Directors have pleasure in presenting the Annual Report for the financial year 2024-25 on the business and operations of your Company together with the Audited Financial Statements and the Auditors Report for the Financial Year ended March 31,2025.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31,2025 is summarized below: -

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Gross Revenue	111.76	108.31	119.68	83.06
Profit before Interest, Depreciation & exceptional Items	(77.13)	(36.68)	(16.54)	(21.57)
Finance costs	3.71	3.41	3.71	3.41
Depreciation	88.74	124.58	86.30	123.66
Exceptional Items	-	-	-	-
Profit/(Loss) before tax	(165.87)	(161.27)	(102.84)	(145.23)
Tax Expense	-	-	-	-
Profit/(Loss) after tax	(165.87)	(161.27)	(102.84)	(145.23)
Other comprehensive income (net of taxes)	(3.37)	(2.88)	(11.26)	105.56
Total comprehensive income for the year	(169.23)	(164.15)	(114.10)	(39.67)

FINANCIAL PERFORMANCE OVERVIEW

The Companys Gross Revenue on a standalone basis for the financial year 2024-25 has seen a significant increase from Rs. 83.06 million to Rs. 119.68 million, primarily on account of growth in business operations and improved revenue generation. Consequently, the Loss after Tax has also decreased to Rs. 102.84 million, from the previous years loss of Rs. 145.23 million, due to increased revenue.

On a consolidated basis, the Companys Turnover for 2024-25 has also increased, rising from Rs. 108.31 million to Rs. 111.76 million. This increase is in line with the standalone financial performance of the company.

DIVIDEND AND RESERVES

Company has not declared any dividend for the year under review.

No amount was transferred to General Reserves for the year under review.

DIVIDEND DISTRIBUTION POLICY

In terms of regulation 43A of SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015, the Company has formulated and uploaded dividend policy on the corporate website (https://www.suvidhaa.com/code-of-conduct-and-policies.html).

CONSOLIDATED FINANCIAL STATEMENTS

Our Company has adopted and implemented Indian Accounting Standards ("Ind AS"), in accordance with Companies (Indian Accounting Standards) Rules, 2015 with effect from April 01,2017 as prescribed by Ministry of Corporate Affairs, Government of India vide circular dated February 16, 2015.

The consolidated financial statements of the Company, including its subsidiaries are prepared in accordance with Ind AS 110 (Consolidation of Accounts) as prescribed by the Institute of Chartered Accountants of India and in compliance with the terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR), Regulations, 2015], as amended from time to time. Together, these comprise part of the Annual Report and Accounts. The summarized consolidated results are given alongside the financial results of your Company.

Further, in the Board Meeting held on May 29, 2025, the Board of Directors on recommendation and review of Audit Committee, has Approved the change in the Companys accounting policy for measuring investments in subsidiaries and other unquoted investments. Effective from the financial year ending March 31,2025, such investments will be measured at fair value instead of amortized cost. This change aligns with IND AS 8 and will be applied retrospectively. The decision aims to enhance the transparency and relevance of the Companys financial reporting. More comprehensive details for the same are mentioned under notes to financial statements and audit report.

WHOLLY OWNED SUBSIDIARIES

A wholly owned subsidiary in Mumbai, Maharashtra was incorporated under the Companies Act, 2013 and rules made thereunder on March 18, 2022 under the name and style of Nupi Infotech Limited (Nupi).

Nupi Infotech owns and operates a technology platform that helps enterprises and retail businesses strengthen customer engagement and unlock sustainable growth. The subsidiary has become a retail growth catalyst for retail businesses, enabling them to thrive in both physical and digital environments while delivering seamless, loyalty-focused customer experiences.

At the forefront of this transformation is a modular suite of CRM solutions, purpose-built to fuel retail and distribution growth. The suite empowers enterprises and retail partners to strengthen engagement, streamline operations, and unlock sustainable value creation across the customer lifecycle. The platform embeds loyalty and rewards capabilities, allowing retail businesses to manage repeat purchases and long-term relationships in a competitive market. It also provides customisable rule engines and advanced admin portals, giving businesses the flexibility and control to shape strategies while maintaining complete visibility over performance. Its integrated marketplace features open new revenue opportunities by enabling new channelselling and access to a wider portfolio of services, strengthening the role of local retail outlets as one-stop destinations for their customers. With AI-powered analytics woven throughout, enterprises and retailers can move beyond reactive decisionmaking to predictive, data-driven strategies that continuously evolve with customer preferences. The platform also operates as a Customer Data Platform (CDP), consolidating customer information from multiple touchpoints into a unified view. This intelligence empowers partners to understand consumer behavior more precisely, anticipate needs, and design engagement journeys that feel truly personalized.

The Company owns 90% interest in NSI Infinium Global Limited (NSI). The financial statements of NSI are consolidated herein. NSI is a Subsidiary by virtue of shareholding.

The Statement in Form AOC-1 containing salient features of the financial statements of Companys Subsidiaries is attached as Annexure I to the financial statements of the Company.

BUSINESS OPERATIONS OVERVIEW

Suvidhaa continued its journey of empowering small retailers by broadening the scope of products and services offered through its marketplace technology platform. Beyond core financial services such as insurance, mutual funds, bill payments, and travel bookings, our retail partners now have access to an expanded suite of consumer products—ranging from lifestyle and household essentials to digital-first offerings—enabling them to serve as a one-stop destination for their customers.To further strengthen customer relationships, Suvidhaa has embedded features that allow retailers to run personalized engagement and loyalty initiatives, encouraging repeat purchases and driving long-term value creation. This has helped local merchants deepen their connections with customers while ensuring sustained growth in footfalls and transaction volumes.

Technology remains central to our strategy. During the year, we invested in artificial intelligence-driven solutions to enhance customer insights, optimize product recommendations, and improve transaction efficiency. These innovations have improved both the retailer and customer experience, while ensuring scalability across diverse markets. Our omni-channel approach—seamlessly integrating in-store and digital touchpoints—has proven critical in expanding reach, particularly in Tier-II and Tier-III cities. This has not only strengthened our retailer base but also positioned Suvidhaa as a trusted ecosystem partner capable of driving financial inclusion and retail growth at scale. As we look ahead, Suvidhaa remains committed to combining retail innovation, customer engagement, and AI-led intelligence to create long-term sustainable value for both retailers and their customers.

SHARE CAPITAL

During the year under review, the Board of Directors at their meeting held on May 30, 2024, during FY 2024-25, allotted 23,58,000 equity shares to the employees on exercise of their employee stock options under employee stocks options plan 2018 (ESOP 2018) of the Company. Post this allotment, paid-up share capital of the Company increased to Rs. 20,98,06,690 /- (20,98,06,690 Equity Shares of Rs. 1/- each).

Further, the Company has also approved the grant of 18,00,000 stock options under Suvidhaa Infoserve limited Employees Stock Option Plan 2021 ("SIL-ESOP 2021") and grant of 18,00,000 stock options under Suvidhaa Infoserve limited Employees Stock Option Plan 2018 ("SIL-ESOP 2018") at their Board Meeting held on March 31,2025.

Apart from above, the Company has not issued any shares with differential voting rights or by way of rights issue or Sweat Equity shares.

DEPOSITS:

During the year under review, no deposits were accepted by the Company within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the Related Party Transactions that were entered into during the Financial Year by the Company were in its ordinary course of business and on an arms length basis. During the year, the Company had not entered into any related party transactions which could be considered material in terms of provisions of Section 188 of the Act and rules made thereunder and according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in Form AOC-2. However, you may refer to Related Party transactions in Note No. 26 of the Standalone Financial Statements.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companys website, https://www.suvidhaa.com/code-of-conduct-and-policies.html. The policy on Related Party Transactions is reviewed at regular intervals in accordance with Regulation 23 of the SEBI (LODR), Regulations, 2015.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any loan, guarantee or provided securities to any person. The Company has not made any investment, other than mentioned in note no. 7 of the financial statements. The details of which are given in the Notes to Financial Statements.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of any business and is committed to manage the risk in a proactive and efficient manner. Your Company has Risk Management Policy in place. The Policy provides for a risk management framework to identify and assess all kinds of risks, such as operational, strategic, resources, security, industry, regulatory & compliance and other risks, and put in place an adequate risk management infrastructure capable of addressing these risks. The risk management process is regularly reviewed to refine the processes and incorporate evolving best practices.

As on March 31,2021 our Company was amongst top 1000 listed companies determined on the basis of market capitalization on stock exchanges, hence Risk Management Committee was duly constituted as per Regulation 21 of SEBI (LODR), Regulations, 2015. For further details, please refer the Corporate Governance Report forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure II forming part of this Report.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions of the Companies Act, 2013 read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules, 2014 issued thereunder, the Board of Directors at their meeting held on September 30, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee and further aligned with the Regulation 19 of the SEBI (LODR) Regulations, 2015. The salient aspects covered in the Nomination and Remuneration Policy with respect to the appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other matters have been outlined in the Corporate Governance Report, which forms part of this Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, a policy for prevention of sexual harassment has been rolled out and the Internal Committee (ICC) as per legal guidelines has been set up at respective offices of the Company. All employees (permanent, contractual, temporary, trainees) and applicable complainant(s) are covered under this policy. This policy allows employees to report sexual harassment, if any, at the workplace and the Company conducts regular awareness programs in this regard. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process with clear timelines.

During the year 2024-25, no complaints were received from our offices in Gujarat & Mumbai in connection with Sexual harassment.

DETAILS IN RESPECT OF COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company complies with the provisions relating to the Maternity Benefit Act, 1961.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance is provided together with a Certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance. A Certificate of the CFO of the Company in terms of SEBI (LODR) Regulations, 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, Certificate of Compliance of Code of Conduct and Certificate of Non-Disqualification of Directors are also enclosed with Report of Corporate Governance.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Our Company was in the top 1000 listed entities based on market capitalization only for the financial year ending on March 31, 2021. Therefore, its obligation under the aforesaid provisions was only limited to the submission of Business Responsibility Report (BRR). SEBI circular dated May 10, 2021 on Business responsibility and sustainability reporting by listed entities read with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulation) with effect from the financial year 2022-23, mandates the filing of Business Responsibility and Sustainability Report ("BRSR") for the top 1000 listed entities based on market capitalization as on March 31,2022 and shall replace the existing BRR.

The company was not in the list of top 1000 listed entities based on market capitalization since March 2022, therefore the requirement to submit the Business Responsibility and Sustainability Reporting (BRSR) under the said Regulation is not applicable to the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Tanuj Rajde, Director of the Company, retires by rotation at the ensuing Annual General Meeting, pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible, has offered himself for re-appointment. The brief resume of Mr. Tanuj Rajde and other information under Regulation 36 of the SEBI (LODR) 2015 with respect to the Director seeking re-appointment has been provided in the Notice convening 18th AGM. Your directors recommend his re-appointment.

Pursuant to the provisions of Section 149 of the Act, Mr. Shail Shah, Ms. Krupa Joshi and Mr. Ritesh Chothani, the Independent Directors of the Company have submitted a declaration that each of them meets with the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status to continue as an independent director on the Board of Directors of the Company.

CS Ashish Doshi, Partner M/s. SPANJ & Associates, Practicing Company Secretaries, Ahmedabad has certified that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. The same has been provided in the Certificate of Corporate Governance and has been enclosed as Enclosure IV to the Report on Corporate Governance.

The Ministry of Corporate Affairs, with the objective of strengthening the institution of Independent Directors, has launched the Independent Directors Databank on December 01, 2019 in accordance with the provisions of the Companies Act, 2013 by notification of Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019. This is to confirm that all the Independent Directors have registered themselves pursuant to said Notification.

Mr. Naresh Sharma, Managing Director, Mr. Prashant Thakar, Executive Director and Chief Financial Officer (CFO), Ms. Bhumi Mistry, Company Secretary, are the Key Managerial Personnel of your Company in accordance with the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, five (05) Board Meetings were held viz. May 30, 2024; August 14, 2024; November 14, 2024; and February 14, 2025 and March 31, 2025. The details of the meetings of the Board and its committees are set out in the Corporate Governance Report which forms part of this Report. In terms of requirements of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors was held on February 14, 2025 primarily to evaluate, performance of nonindependent directors, the Chairman of the Company and the board as a whole, taking into account the views of executive directors and non-executive directors.

PERFORMANCE EVALUATION OF DIRECTORS

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by the Nomination and Remuneration Committee.

In compliance with the requirements under Regulation 25(3) of Securities and Exchange Board of India (LODR) Regulations, 2015, a meeting of Independent Directors was held on February 14, 2025 primarily to evaluate, performance of non-independent directors, the Chairman of the Company and the board as a whole, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The annual performance evaluation of the entire Board, Committees and all the Directors are based on the criteria laid down by the Nomination and Remuneration Committee, which was conducted at the Board Meeting, held on February 14, 2025.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015, which consists of the following Members:

S.No. Name	Designation
1 Mr. Shail Shah	Chairman, Independent Director
2 Mr. Prashant Thakar	Member, Executive Director
3 Mr. Ritesh Chothani	Member, Independent Director

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company. For further details, please refer the Corporate Governance Report forming part of the Annual Report.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns or grievances about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The vigil mechanism also provides adequate safeguards against victimization of persons who use such mechanism. The said policy has been uploaded on the website of the Company https://www.suvidhaa.com/code-of-conduct-and-policies.html

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

A brief extract on the Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this annual report.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3) (C) AND SECTION 134 (5) OF THE COMPANIES ACT, 2013

In terms of Section 134(3) (c) of the Companies Act, 2013, to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state and confirm that:

i) in the preparation of the annual financial statements for the year ended March 31,2025, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures, if any;

ii) such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31,2025 have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the Profit of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual financial statements for the year ended March 31, 2025 have been prepared on a going concern basis;

v) proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

vi) proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

STATUTORY AUDITORS

M/s G.S. Mathur and Co, Chartered Accountants, (Firm Registration No. 008744N), Ahmedabad were appointed as the Statutory Auditors pursuant to the provisions of Sections 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013, read

with the Companies (Audit and Auditors) Rules, 2014. Further, the resolution for re-appointment of M/s. G S Mathur & Co, Chartered Accountants (having firm registration no. 008744N) Ahmedabad, Gujarat as Statutory Auditors of the Company for term of 5 (five) years, to hold office from the conclusion of 14^th Annual General Meeting till the conclusion of the 19^th Annual General Meeting to be held in the year 2026 was duly approved by the members on September 28, 2021.

Further, after the end of the year under review, M/s. GS Mathur & Co., Chartered Accountants (Firm Registration No. 008744N) resigned as Statutory Auditors of the Company effective from the close of business hours of the Board meeting held on August 13, 2025. To fill the resultant casual vacancy, the Board of Directors, on the recommendation of the Audit Committee, further recommended the appointment of M/s. Jain Kedia and Sharma, Chartered Accountants (Firm Registration No. 103920W) as Statutory Auditors of the Company with effect from August 13, 2025, to hold office till the conclusion of the ensuing Annual General Meeting.

Further, the Board has recommended the appointment of M/s. Jain Kedia and Sharma, Chartered Accountants (Firm Registration No. 103920W), as Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held for the financial year 2029-30, subject to the approval of the shareholders.

The Board has duly reviewed the Statutory Auditors Report on the Accounts issued by the old auditor, i.e. by GS Mathur & Co. The observations, comments and notes of the Auditor are self-explanatory and do not call for any further explanation/ clarification.

Pursuant to notification of the Companies (Amendment) Act, 2017, on May 7, 2018, the requirement of ratification of appointment of the Statutory Auditors by the members is no longer required. Details of fees paid to the statutory auditors are provided under the Corporate Governance Report.

With respect to all entities in the network firm/ network entity of which the statutory auditor is a part: None AUDITORS REPORT

During the Financial Year under review there are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors on the financial statements of the Company.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the Board of Directors had appointed M/s. Patel & Mehta, Chartered Accountants, (Firm Registration No. 125480W) as Internal Auditors of the Company for F.Y. 2024-25 and their reports were reviewed by the Audit Committee and the Board.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed CS Jitendra P. Leeya, Practicing Company Secretaries, Ahmedabad as Secretarial Auditor, to conduct the Secretarial Audit of the Company for F.Y. 2024-25. The Secretarial Audit Report is annexed herewith as Annexure III to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

Further, the Company has a material subsidiary - Nupi Infotech Limited, the Secretarial Audit Report of the said material subsidiary is annexed herewith as Annexure IIIA to this Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the requirement of Regulation 25 (7) of the SEBI (LODR) Regulations, 2015, the Company needs to formally arrange Familiarization Programme for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details are mentioned in the Report on Corporate Governance, which forms part of this annual report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return is available on the Companys website https://www.suvidhaa.com/annual-return.html

CORPORATE SOCIAL RESPONSIBILITY

Your Company always believes in operating and conducting its business in a socially responsible way. This belief forms the core of the CSR policy of the Company to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Hence, in accordance with the requirements of Section 135 of the Companies Act,

2013, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed its CSR policy, which is available at https://www.suvidhaa.com/code-of-conduct-and-policies.html. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time has been appended as Annexure IV to this report. During the year under review, the Company was not required to spend any amount towards Corporate Social Responsibility.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances. The comprehensive Internal Financial Control policy along with the effective Internal Audit System help the Company in achieving orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process with regular monitoring of expenses and Internal audit.

The Internal Audit reports are periodically reviewed by the management and the Audit Committee, and necessary improvements are undertaken, if required.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details 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 are also provided in Annexure V of the Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Report and forms part of this Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company as the said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary at cs@suvidhaa.com and the same will be furnished on request.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with the Secretarial Standards issued by ICSI.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

During the period under review, on February 28, 2025, the Company had received intimation of tax ascertained as being payable under Section 73 of Maharashtra GST Act, 2017, amounting to Rs. 5,91,71,655/- has been advised to be paid by the Company along with the amount of applicable interest and penalty under Section 73 of Maharashtra GST Act, 2017.

The Company will challenge the same based on strong merits by way of filing its reply/ submissions, before the relevant authorities.

There is no impact on financial, operation or other activities of the Company due to this intimation of tax being payable. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There are no amounts that are due to be transferred to Investor Education and Protection Fund by the Company. The Company also has no dividends or amounts remaining unclaimed/ unpaid. The Company has sent communication to the shareholders requesting them to provide/ update bank details with the RTA/Company, so that corporate benefits paid, if any by the Company are credited to the investors account on timely basis.

DISCLOSURE UNDER SECTION 134 (3) (l) OF THE ACT

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year of the Company and date of the report.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the year under review, or the said items are not applicable to the Company:

1. Cost Audit;

2. Issue of equity shares with differential rights as to dividend, voting or otherwise; and

3. There are no material changes and commitments affecting the financial position of the Company which have occurred in the financial year 2024-25.

ANNEXURES FORMING PART OF BOARDS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form part of this Report:

Annexure Particulars

I Form AOC-1, Particulars of Subsidiary

II Information with respect of energy conservation, technology absorption, foreign exchange earnings and outgo

III Form MR-3, Secretarial Audit Report of Suvidhaa Infoserve Limited

IIIA Form MR-3, Secretarial Audit Report of Nupi Infotech Limited

IV Report on Corporate Social Responsibility

V Particulars of employees, Disclosure pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report, describing the Companys objectives, expectations or forecasts may be forward-looking, within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions of Information Technology related services, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation and sincere gratitude to the various departments of the Central and State Government(s), Companys Bankers, clients, media and business constituents for their valuable assistance and support. The directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors also record their appreciation for the sincere and dedicated services rendered by all the employees of the Company.

	For and on behalf of the Board of Directors
		Suvidhaa Infoserve Ltd.
	Sd/-	Sd/-
	Prashant Thakar	Naresh Sharma
	Executive Director & CFO	Managing Director
	DIN:03179115	DIN:09071085
Place : Mumbai
Date : August 13, 2025