Infollion Research Services Ltd Directors Report

To,

The Members,

Infollion Research Services Limited

(Formerly known as Infollion Research Services Private Limited) Your Directors have the pleasure of presenting the Annual Report together with the Audited Financial Statement of the Company for the Financial Year (‘FY) ended March 31, 2023.

1. STATE OF COMPANY AFFAIRS/PERFORMANCE OF THE COMPANY:

In the beginning of the year under review, your Company was a Private Limited Company. The Company applied for conversion into Public Limited Company to the Registrar of Companies, Delhi and received an approval for the same from the Registrar on October 12, 2022. Subsequent to the approval, the name of the Company has changed from Infollion Research Services Private Limited to Infollion Research Services Limited. However, the Company continues to aggregates subject matter experts, independent consultants and freelancers to facilitate their access to short-term expertise to companies, consulting firms and investments funds.

During the year, your Company has decided for Initial Public Offering(‘IPO) of Equity shares of the Company which included Fresh Issue and an Offer for Sale Equity Shares by existing and eligible shareholders of the Company aggregates upto Rs30.00 Crores subject to the approval from various Regulatory & Statutory Authorities such as Registrar of Companies (‘ROC), Securities and Exchange Board of India (‘SEBI), etc. For the said purpose, Company has filed Draft Red Herring

Prospectus (‘DRHP) dated February 16, 2023 with NSE-Emerge on SME platform for in-principle approval to further proceed with the IPO. Pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 (as amended from time to time) (‘SEBI ICDR Regulations), the Company has also prepared the restated consolidated financial statements, in addition to the Audited Financial Statement for the FY 2022-23, as a part of the financial information section of the Offer Documents for IPO.

During the year the Company has performed significantly well. The highlights of the Companys performance during the year are as under:

• As per the Audited Financial Statements for the FY

2022-23: Revenue from Operations has increased by 56.03% i.e., from Rs21.75 Crores in the previous financial year toRs33.94 Crores during the year under review. The Company has made Profit (after tax) of Rs4.25 Crores during the year under review i.e., an increase in profits by 67.22% from previous years.

• As per the Restated Financial Statement for the FY 2022-23 for the purpose of IPO as per SEBI

ICDR Regulations: Revenue from Operations has increased by 59.34% i.e., Rs21.98 Crores in the previous financial year to Rs35.03 Crores during the year. The Company has made Profit (after tax) of Rs5.57 Crores during the year i.e., an increase in profits by 63.77% from previous years.

Your Company continues to operate in the B2B Human Cloud segment, catering to on-demand contingent hiring and work arrangements with senior management talent, subject matter experts, and high-ranking, seasoned professionals. The Company focuses on utilising its core strengths for expanding the operations in existing as well as new markets. With the cutting-edge technology and aptly supported efficient team, the Company paves way for acquiring bigger share of the competitive market. Industry Experts are of the view that the Expert Network Industry will observe continued growth driven by underlying growth in the private equity industry and corporate mergers volumes. More firms beyond the financial industry have begun to use Experts Networks for their market research. With the untapped growth opportunities, the Company has focussed on improving Expert database, reducing the timelines by identifying the challenges related to identification of relevant Experts, quality of Experts, administrative procedures, interview costs, service time, etc.

2. CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company during the FY 2022-23.

3. TRANSFER TO RESERVES, IF ANY:

The Company has transferred Rs4.25 Crores as retained earnings to Reserves & Surplus of the Company.

4. DIVIDEND:

With a view to conserve resources for future business operations of the Company, your directors do not recommend any dividend for the financial year under review.

5. FINANCIAL SUMMARY OR HIGHLIGHTS OF THE COMPANY:

5.1. The Companys financial performance as per Audited Financial Statements for the FY under review:

Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Revenue from Operations	33,94,27,177	21,75,35,792
Other Income	34,93,839	15,98,630
Profit before Interest, Depreciation & Tax	5,78,04,422	3,58,27,489
Less: Finance Cost	4,60,538	1,36,405
Less: Depreciation & Amortization Expense	1,09,818	50,936
Profit before Tax	5,72,34,066	3,56,40,148
Less: Income Tax	14,376,433	1,01,76,470
Less: Deferred Tax	290,808	9,136
Profit after Tax	4,25,66,825	2,54,54,542
Less: Proposed Dividend & Tax thereon	-	-
Balance Carried to Balance Sheet	4,25,66,825	2,54,54,542

5.2. Financial Statements in accordance with the SEBI ICDR Regulations TheCompanysfinancial for the purpose of IPO for the FY under review:

Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Revenue from Operations	3503.09	2198.46
Other Income	26.83	21.67
Profit before Interest, Depreciation & Tax	705.63	442.59
Less: Finance Cost	4.61	1.36
Less: Depreciation & Amortization Expense	1.10	0.51
Profit before Tax	699.92	440.72
Less: Income Tax	143.76	101.76
Less: Deferred Tax	(1.76)	(1.70)
Profit after Tax	557.92	340.66
Less: Proposed Dividend & Tax thereon	-	-
Profit for the year	557.92	340.66

5.3. Summary of results of restated adjustments made to the Audited Financial Statement of the respective years and its impact on profits for the purpose of IPO:

Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Profit after tax as per the audited financial statements	425.67	254.55
Adjustments to net profit as per the Audited Financial Statement
Gratuity Expense	-	24.77
Income Tax	-	-
Unbilled Revenue	108.82	23.10
Expert Fees Payable	26.87	31.00
Rent of Registered Office	-	(0.24)
Deferred Tax Expense	3.24	(0.01)
Deferred Tax Income	1.43	1.80
Fair Value of Mutual Funds	-8.11	5.68
Total adjustments	132.25	86.10
Restated profit after tax for the years	557.92	340.65

6. PUBLIC DEPOSITS:

The Company has neither invited nor accepted any Deposits from the public during the year under review.

7. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

8. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY:

The Capital Structure of the Company has changed during the period under review. The changes are: i. #1468 (One Thousand Four Hundred and Sixty-Eight) Compulsory Convertible Preference Shares of Vistra ITCL (India) Limited Trustee - Blume

Ventures Fund I has been converted into #1468 (One Thousand Four Hundred and Sixty-Eight) Equity Shares ranking pari-passu with other Equity Shares on August 08, 2022. ii. Mr. Gaurav Munjal, Promoter and Shareholder of the Company has transferred #1 (one) Equity Share to Ms. Aayara Shaheer on August 08, 2022. As on 31.03.2023, the total number of shareholders of the Company was #7 (seven). iii. The Authorised Share Capital of the Company has been increased from Rs5,00,000/- (Rupees Five Lakh Only) comprising of 30,000 (Thirty Thousand) Equity Shares of Rs10/- each and 20,000 (Twenty Thousand)

Preference Shares of Rs10/- each to Rs10,00,00,000/- (Rupees Ten Crores Only) comprising of 99,80,000 (Ninety-Nine Lakh Eighty Thousands) Equity Shares of Rs10/- each and 20,000 (Twenty Thousands) Preference Shares of Rs10/- each with the approval of members in the meeting held on September 03, 2022. iv. The Company has also issued and allotted Bonus

Shares in ratio of 500:1 to its existing shareholders on December 02, 2022. The total numbers of Equity Shares issued under Bonus Issue were #74,52,000 (Seventy-Four Lakh Fifty-Two Thousand) Equity Shares. The Paid-up Capital of the Company subsequent to the issue was Rs7,46,69,040/- (Rupees Seven Crore Forty-Six Lakh Sixty-Nine Thousand Forty Only).

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review, there has been a change in the constitution of the Board and Key Managerial

Personnels. The changes are: i. Designations of Mr. Gaurav Munjal (DIN: 02363421), Mr. Pankaj Kandhari (DIN: 00174620), Mr. Gaurav Balram Songara (DIN: 02065793) & Mr. Ravi Kumar (DIN: 00854635) has changed w.e.f. June 01, 2022. The changes are:

Name	DIN	Executive/ Non-Executive
Gaurav Munjal	02363421	Executive Director
Pankaj Kandhari	00174620	Non-Executive Director
Gaurav Balram Songara	02065793	Non-Executive Director
Ravi Kumar	00854635	Non-Executive Director

ii. Due to personal and unavoidable circumstances,

Ms. Kanika Behl (DIN: 07990803), Director of the

Company has resigned w.e.f. July 07, 2022 and

Mr. Pankaj Kandhari (DIN: 00174620) & Mr. Ravi Kumar (DIN: 00854635), Directors of the Company has resigned w.e.f. August 16, 2022.

The Board has placed on record their appreciation for the assistance and guidance provided by them during their tenure as Directors of the Company.

iii. Ms. Aayara Shaheer (DIN: 08798525) has been appointed as an Additional Director w.e.f. August 16, 2022 and regularised in the Annual General Meeting of the Company held on September 30, 2022 as a Non-Executive Director of the Company. Ms. Shaheer is liable to retire by rotation. She has more than 12 years of experience in wealth & business management.

iv. Mr. Abhishek Jha, Manager-Finance of the Company has been appointed as Chief Financial Officer w.e.f. October 14, 2022. He is associated with the Company from August, 2021. Mr. Jha is an Associate member of the Institute of Chartered Accountants of India since 2019 and has more than 4 years of experience in the field of finance and accounts.

v. Ms. Madhumita Pramanik has been appointed as Company Secretary & self-assessment test within Compliance Officer the Company w.e.f. October 14, 2022. She is an Associate member of the Institute of Company Secretaries of India and has more than 4 years of experience in secretarial and regulatory compliance. Ms. Pramanik is associated with the Company from September, 2022.

vi. Mr. Munish Bansal (DIN: 01442703) and Mr. Piyush Peshwani (DIN: 07192106) has been appointed as an Additional-Independent Director of the Company for a period of 5 (five) years w.e. October 20, 2022. They have been regularised as Independent Director in the Extra-Ordinary General Meeting (‘EOGM) of the Company held on November 30, 2022 for a term of 5 (five) years and not liable to retire by rotation. Mr. Bansal has more than 13 years of experience in the field of business planning & strategy, cloud technologies, product development, financial management, etc. and Mr. Peshwani has more than 14 years of experience is business strategy, consulting, technology, etc.

vii. Due to personal and unavoidable circumstances, Mr. Gaurav Balram Songara (DIN: 02065793), Director of the Company has resigned from the Directorship of the Company w.e.f. October 27, 2022. The Board has placed on record their appreciation for the assistance and guidance provided by him during his tenure as a Director of the Company.

viii. Mr. Gaurav Munjal (DIN: 02363421), Director of the Company from incorporation has been designated as Managing Director of the Company for a period of 5 (five years) w.e.f. November 07, 2022 on the terms and conditions mentioned in the Agreement executed with him. The appointment has been approved by the members in its EOGM held on November 30, 2022.

All the Independent Directors have given a declaration of independence as per the criteria under Section 149(6) of the Companies Act, 2013 (‘the Act). During the year under review, the Independent Directors of the Company had no pecuniary relationship or transaction with the Company other than payment of sitting fees for the purpose of attending Board Meetings of the Company. Based on the declaration(s) of Independent Directors, the Board recorded that the Independent Directors are independent of the management and have fulfilled the conditions as specified in the Act and rules made thereunder.

In the opinion of the Board, all the Independent Directors possess integrity, expertise and experience required to be

Independent Director of the Company, fulfil the criteria of independence and are independent of the management. The Independent Directors have complied with the Code of Conduct for Independent Directors and Code of Conduct for BoD and Senior Management Team. The Independent Directors are registered and their names are included in the databank of Indian Institute of Corporate Affairs and they will the take the online proficiency specified timelines of the Institute.

10. NUMBER OF MEETINGS OF THE BOARD:

• Details of Board meetings:

The Board of Directors have duly met 18 (eighteen) times during the year. The details of meetings are:

S. No. Name	DIN	Executive/ Non-Executive
1 21/04/2022	5	3
2 01/06/2022	5	3
3 29/07/2022	4	2
4 08/08/2022	4	2
5 16/08/2022	5	3
6 25/08/2022	3	2
7 01/09/2022	3	2
8 19/09/2022	3	2
9 10/10/2023	3	2
10 14/10/2022	3	2
11 20/10/2022	5	4
12 27/10/2022	4	2
13 07/11/2022	4	4
14 02/12/2022	4	3
15 26/12/2022	4	3
16 16/02/2023	4	3
17 06/03/2023	4	2
18 15/03/2023	4	2

• Details of Committees to the Board:

Your Company has formed various Committees to the Board during the year under review. The details of the Committee are: i. Audit Committee (‘AC): Your Company has constituted Audit Committee in line with the applicable provisions to the Company with effect from November 07, 2022. The broad terms of reference of the Committee includes oversights of the Companys financial reporting process, reviewing with the management the quarterly and annual financial results/statements, financial or risk management policies, adequacy of internal financial controls, risk management process, etc.

The Committee consist of 3 (three) members i.e., Mr. Munish Bansal (DIN: 01442703) as Chairperson, Mr. Piyush Peshwani (DIN: 07192106) & Mr. Gaurav Munjal (DIN: 02363421) as Members of the Committee. The Committee duly met twice during the year under review i.e., on December 26, 2022 & February 16, 2022 respectively.

ii. Nomination & Remuneration Committee (‘NRC): Your Company has constituted Nomination & Remuneration Committee in line with the applicable provisions to the Company with effect from November 07, 2022. The Committee consist of 3 (three) members i.e., Mr. Piyush Peshwani (DIN: 07192106) as Chairperson, Mr. Munish Bansal (DIN: 01442703) & Ms. Aayara Shaheer (DIN: 08798525) as Members of the Committee. The committee duly met once during the year under review i.e., December 26, 2022.

iii. Stakeholders Relationship Committee (‘SRC): Your Company has constituted Stakeholders Relationship Committee in line with the applicable provisions to the Company with effect from November 07, 2022 to look into various aspects of interests of shareholders & other security holders. The Committee consist of 3 (three) members i.e., Mr. Piyush Peshwani (DIN: 07192106) as Chairperson, Mr. Munish Bansal (DIN: 01442703) & Ms. Aayara Shaheer (DIN: 08798525) as Members of the Committee. The committee duly met once during the year under review i.e., on December 26, 2022.

• Meeting of Independent Directors

All the Independent Directors of the Company met once during the year under review without the presence of any non-independent directors of the Company to discuss and evaluate the matters as prescribed under the Act and rules made thereunder and other applicable regulations.

11. FRAMEWORK FOR EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITEES AND OF THE INDIVIDUAL DIRECTORS:

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual directors.

The performance of the Board as a whole was evaluated by the Board of Directors after seeking inputs from all the directors of the Company on the basis of composition, structure, attendance, effectiveness of board process, flow of information, functioning, skills, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committees members on the basis of composition & role of committees, effectiveness, frequency of meetings, etc.

In a separate meeting of Independent Directors, performance of the Non-Independent Directors and the Board as a whole was evaluated taking into account the feedback received from the Directors. The Board and the NRC reviewed the performance of the individual directors on the basis of their attendance, time commitment, adherence to code of conduct & duties as directors, contribution to the Committees and Board meetings, etc.

Based on the recommendations of NRC & Independent Directors from their meeting of Independent Directors, the performance evaluation of the Individual Directors without the presence of the Director being evaluated was reviewed and discussed by the Board of Directors.

12. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE ACT:

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employee, to the Audit Committee under Section 143(12) of the Act.

13. DETAILS ON COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

In terms of the provisions of Section 178(3) of the Act, the NRC duly constituted is responsible for identifying the criteria for determining qualification, positive attributes and independence of a Director. The NRC is responsible for recommending the appointments, remuneration, evaluation of the Board members. Further, the Company also have a Policy specifying the terms and conditions for appointment of Independent Directors in relation to appointment, time commitments, roles and duties, conflict of interest, etc.

The Board has adopted both the Policy on Nomination & Remuneration & Terms and Conditions for appointment of Independent Director. The Policy is available on the website of the Company and can be accessed at https:// investors.infollion.com/policies.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans or guarantees or made any Investments in shares/securities during the year under review under Section 186 of the Act.

15. LISTING INFORMATION:

During the year under review, the Company had filed DRHP dated February 16, 2023 with NSE-Emerge on SME platform and received an in-principle approval from the Exchange vide its letter dated April 05, 2023. Pursuant to the in-principle approval, the Company had filed Red Herring Prospectus (‘RHP) dated May 17, 2023, with the relevant Authorities to proceed further with the IPO. On receipt of the approval from the authorities and in compliance with the applicable regulatory requirements, the Anchor Issue was Opened and Closed for subscription on Friday, May 26, 2023 and the IPO was Open for subscription from Monday, May 29, 2023 till Wednesday, May 31, 2023. The IPO of upto 26,16,000 Equity Shares was a Book Building Issue with a Price Band of Rs80/- to Rs82/- per equity share of Face Value of Rs10/- each. The Offer was finalised atRs82/- per Equity Shares for all category of investors.

The Company has received its listing approval and listed on SME EMERGE Platform of National Stock Exchange of India Limited on June 08, 2023.

16. MATERIAL CHANGES AND COMMITMENTS, IF ANY:

There have been no other material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

17. RISK MANAGEMENT POLICY:

The Company has framed a Risk Management Policy to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Policy seeks to create transparency, minimise adverse impact on business objectives and enhance the Companysand material order has been passedcompetitive advantage. The policy defines the management approach at various levels including reporting which helps in identifying industry risk trends, exposure and potential impact on the business. The Policy is available on the website of the Company and can be accessed at https://investors. infollion.com/policies.

18. CORPORATE SOCIAL RESPONSIBILITY:

The Company does not cross the threshold limit provided under Section 135 of the Act read with Rules made thereunder relating to Corporate Social Responsibility, therefore, no such policy has been developed or implemented by the Company.

19. AUDITORS:

Pursuant to the applicable provisions of Section 139 & 141 of the Act and Rules made thereunder, the Company at its 11th Annual General Meeting has appointed M/s. Sudesh Kumar & Co., Chartered Accountants (Firm Registration No. 019305N) as the Statutory Auditors of the Company for a period of 5 (five) years. The Company has received a confirmation from the Auditors that they are eligible to continue as the Statutory Auditors of the Company.

Pursuant to amendments in Section 139 of the Act, the requirement to place the matter relating to such appointment for ratification by Members at every Annual General Meeting has been done away with.

The provisions for the appointment of Cost Auditor, Secretarial Auditor & Internal Auditor was not applicable for the financial year 2022-23 and accordingly no such appointments were made during the year.

20. AUDITORS REPORT:

The Statutory Auditors Report do not contain any qualification, reservation or adverse remarks.

21. BOARDS COMMENT ON AUDITORS REPORT:

The notes on accounts referred in the Auditors Report are self-explanatory and there are no adverse remarks or qualifications in the Report and therefore, do not need any further comments.

22. WEB LINK OF THE ANNUAL RETURN:

The Company shall upload a copy of the Annual Return for the financial year 2022-23 on its website subsequent to the approval of members in the upcoming Annual General Meeting, once the same is filed with Registrar of Companies.

The Annual Returns can be accessed through web-link: https://investors.infollion.com/annual-returns-under-section-92.

23. DETAILSOFSIGNIFICANTANDMATERIALORDERS

IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE: the No significant Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

24. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted the procedures for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record, and the timely preparation of reliable financial disclosures.

25. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

The provisions of Cost Audit as per Section 148 does not apply to the Company.

26. PARTICULARSOFCONTRACTORARRANGEMENTS

WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013 IN THE FORM AOC-2:

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2 of the Companies (Accounts) Rules, 2014 is enclosed as Annexure–I to the Directors Report.

27. INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

a. Conservation of Energy:

i. the steps taken or impact on conservation of energy: the operations of the Company are not energy intensive. However, the Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards reducing its energy consumption.

ii. the steps taken by the Company for utilisation of alternate sources of energy: the operations of the Company are not energy intensive. iii. the capital investment on energy conservation equipment: Nil

b. Technology Absorption:

i. the efforts made towards technology absorption: None ii. the benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a) the details of technology imported: None

b) the year of import: Not applicable

c) whether technology has been fully absorbed: Not applicable

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and: Not applicable iv. the expenditure incurred on Research and

Development: Nil

c. Foreign Exchange earnings and outgo:

Earned in terms of actual inflows during the Rs113.83 Lakh

Outgo in terms of actual outflows during the year: Rs348.94 Lakh

Foreign currency exposure that has not been hedged by the Derivative Instruments: Foreign Currency Receivables: Rs15.02 Lakh Foreign Currency Payable: Rs18.31 Lakh

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Whistle Blower mechanism for the directors and employees to report genuine concerns about unethical behaviour of any employee or any actual possible violations or an event of misconduct, fraud or act not in the Companys interest. The functioning of the mechanism is reviewed by the Audit Committee. None of directors or employees has been denied access to the Audit Committee of the Board. The Policy framed by your Company is in compliance with the applicable provisions to the Company and is available on the website of the Company. The Policy can be accessed at https://investors.infollion.com/policies. During the year under review, there were no complaints reported under this mechanism.

29. NOMINATION & REMUNERATION POLICY:

The Company has adopted the Remuneration & Nomination Policy which serves as a charter to appoint qualified persons who may be appointed as Directors on the Board of Directors, Key Managerial Personnels & Senior Management Team and to recommend the remuneration to be paid to them and evaluate their performance. The Policy on Nomination & Remuneration is posted on the website of the Company and can be accessed at https://investors.infollion.com/policies.

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as under: a. the ratio of the remuneration of each Director to the median remuneration of the employees of the

Company for the financial year:

Name	Designation	Ratio
Gaurav Munjal	Managing Director	13.5:1
Kanika Behl	Executive Director (upto Jul 07, 2022)	NA
Pankaj Kandhari	Non-Executive Director (upto Aug 16, 2022)	NA
Ravi Kumar	Non-Executive Director (upto Aug 16, 2022)	NA
Gaurav Balram Songara	Non-Executive Director (upto Oct 27, 2022)	NA
Aayara Shaheer	Non-Executive Director	NA
Munish Bansal	Independent Director	NA
Piyush Peshwani	Independent Director	NA

Note:

• Ms. Kanika Behl was Director of the Company till July 07, 2022, therefore, the basis of calculation of ratio has not been provided.

• Non-Executive Directors & Independent Directors were paid only sitting fees w.e.f. October 20, 2022 for attending board meetings during the year.

• The above ratio calculation is based on the roll employees of the Company. b. the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year are as under:

Name	Designation	Percentage increase in remuneration in the financial year
Gaurav Munjal	Managing Director	20%
Kanika Behl	Executive Director (upto Jul 07, 2022)	NA
Pankaj Kandhari	Non-Executive Director (upto Aug 16, 2022)	NA
Ravi Kumar	Non-Executive Director (upto Aug 16, 2022)	NA
Gaurav Balram Songara	Non-Executive Director (upto Oct 27, 2022)	NA
Aayara Shaheer	Non-Executive Director w.e.f. Aug 16, 2022	NA
Munish Bansal	Independent Director w.e.f. Oct 20, 2022	NA
Piyush Peshwani	Independent Director w.e.f. Oct 20, 2022	NA
Abhishek Jha	Chief Financial Officer w.e.f. Oct 14, 2022	NA
Madhumita Pramanik	Company Secretary & Compliance Officer w.e.f. Oct 14,	NA

Note:

• The percentage increase in remuneration is provided only for those Directors who have drawn remuneration from the Company for the full FY 2021-22 & FY 2022-23.

• The Independent Directors and Non-Executive Directors receives sitting fees for attending the Board Meetings w.e.f. October 20, 2022, therefore, the required details are not applicable.

• The CFO and Company Secretary & Compliance

Officer of the Company has been appointed w.e.f.

October 14, 2022, therefore, the required details are not applicable. c. Number of employees on the rolls of the Company as on 31st March, 2023: #114 employees d. It is hereby affirmed that the remuneration paid is as per the remuneration policy of the Company. e. The percentage increase in the median remuneration of employees for the financial year 2022 -23 is 33.08% f. Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration:

The average increase in the salaries of employees for the FY 2022-23 is 17.25% and in managerial remuneration for the F.Y 2022 -23 is 20%. The increase in remuneration has been considered on various factors i.e., overall performance of the Company, inflation, individual performance & contribution, industry comparatives, availability of the required resource, etc. g. None of the employees draw remuneration which is in excess of the limits as prescribed under the said rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, thus the statement pursuant to Section 197(12) of the Companies Acct, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 is not required.

31. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Independent Directors are provided with necessary documents/ information and reports to enable them to familiarise with the Companys procedures and practices. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, business strategy and risk involved. The policy on familiarization programme for Independent Directors is available on the website of the Company and can be accessed at https://investors.infollion.com/policies.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

34. EQUAL OPPORTUNITY BY EMPLOYER:

At Infollion, we recognise the value of diverse workforce. The Company is committed to providing equal opportunities in employment and creating an inclusive workplace and work culture in which all employees are treated with respect, care, fairness and dignity. The Company is in practice that no employee or job applicant is treated less favourably than another on the grounds of sex, marital status, race, ethnic or national origin, colour, creed, disability, etc.

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

The Company considers harassment in the work force to be a totally unacceptable form and has zero tolerance of its occurrence. The Company has adopted a Policy on Prevention of Sexual Harassment at Workplace and has an Internal Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013 and the Rules thereunder. The Policy is available on the website of the Company and can be accessed at https://investors.infollion.com/policies.

The Company has set up an Internal Committee for providing a redressal mechanism pertaining to sexual harassment at workplace to all the employees of the Company. The Company has received no complaints related sexual harassment during the year under review.

36. DETAILS OF APPLICATIONS MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

37. DETAILS OF DIFFERENCE BETWEEN THE 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 ALONGWITH THE REASONS THEREOF:

Your Company has not taken any loan from any Banks or Financial Institutions and therefore, there have been no instances of any one-time settlement with any Banks or Financial Institutions.

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

The Company has not declared dividend in any previous financial years, accordingly there is no unclaimed/unpaid dividend. So, there are no amounts to be transferred to IEPF during the year.

39. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: a) in the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as of 31st March 2023, and of the profit of the Company for the year ended on that date; c) have taken proper and maintenance of adequate records by the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and irregularities; d) have prepared the annual accounts on a going concern basis; e) have adequate internal financial controls and are operating effectively; f) have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

40. ACKNOWLEDGMENTS:

Your directors wish to place on record their sincere appreciation for the valuable support received by your Company from Banks, Govt. of Haryana, Central Government and other stakeholders of the Company.

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