Integrated Personnel Services Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 20^th Boards Report of Infinium Pharmachem Limited (‘the Company) for the year ended on March 31, 2023 (‘period under review).

1. Financial Summary of the Company

(Rs. in Lakhs)

	Standalone		Consolidated
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022	For the year ended March 31, 2023	For the year ended March 31, 2022
Revenue from	16,873.20	14,269.60	19,753.57	16,950.65
Operations
Other Income	48.22	38.48	49.76	41.44
Total Income	16,921.42	14,308.08	19,803.34	16,992.09
Less: Expenses	16,560.98	14,014.68	19,318.74	16,612.76
Profit / (Loss)	360.44	293.40	484.60	379.32
Before Tax
Less: Tax	25.07	18.51	31.70	18.68
Expenses
Profit / (Loss) After Tax	335.37	274.90	452.90	460.94

2. State of the Companys affairs Standalone:

The Revenue from operations for FY 2022-23 increased to Rs. 16,873.20 Lakhs as compared to the revenue of Rs. 14,269.60 Lakhs in the previous year. The Profit before Tax for the FY 2022-23 increased to Rs.360.44 Lakhs as compared to Rs. 293.40 Lakhs in the previous year. The Profit After Tax for the FY 2022-23 increased to Rs 335.37 Lakhs as compared to profit of Rs 274.90 Lakhs in the previous year.

Consolidated:

The Revenue from operations for the FY 2022-23 increased to Rs. 19,753.57 Lakhs as compared to revenue of Rs. 16,950.65 Lakhs in the previous year. The Profit before Tax for the FY 2022-23 increased to Rs. 484.60 Lakhs as compared to Rs. 379.32 Lakhs in the previous year. The Profit after Tax for the FY 2022- 23 increased to Rs. 452.90 Lakhs as compared to Rs. 460.94 Lakhs in the previous year.

3. Transfer to Reserves

During the year under review, the Company has not transferred any amount to reserves.

4. Dividend

In order to conserve the resources for business requirement, your Board of Directors do not recommend dividend for financial year 2022-2023.

5. Change in the nature of Business

There has been no change in the nature of Business of the Company during the year under review.

Further, the Company vide Prospectus dated 20^th October, 2022 issued its securities via Initial Public Offering and on November 11, 2022 the Companys Securities were listed on NSE Emerge Platform.

6. Material Changes and commitments affecting the Financial position of the Company

Since the closure of the Financial Year i.e. since March 31, 2023, the Company vide Prospectus dated 20^th October, 2022 issued its securities via Initial Public Offering and the Company got listed on NSE Emerge stock exchange on November 11, 2022. Therefore, the Company now being a Listed Company, the Financial Position of the Company is varied.

7. Share Capital

The Authorised Share Capital of the Company as on March 31, 2023 is Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lakhs Only) divided into 75,00,000 Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each and the Paid-up Equity Share Capital of the Company as on March 31, 2023 is Rs. 7,20,65,100/- (Rupees Seven Crores Twenty Lakhs Sixty-Five Thousand One Hundred Only) consisting of 72,06,510 (Seventy-Two Lakhs Six Thousand Five Hundred Ten) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

The Company through Initial Public Issue dated November 07, 2023 i.e. during the FY 2022-23, issued 21,60,000 (Twenty-One Lakhs Sixty Thousand) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each at a Premium of Rs. 49/- (Rupees Forty-Nine Only) amounting to Rs. 12,74,40,000/- (Rupees Twelve Crores Seventy-Four Lakhs Forty Thousand Only) thereby increase in the paid-up capital of the Company from Rs. 5,04,65,100/- (Rupees Five Crores Four Lakhs Sixty-Five Thousand One Hundred Only) divided into 50,46,510/- (Fifty Lakhs Forty-Six Thousand Five Hundred Ten) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 7,20,65,100/- (Rupees Seven Crores Twenty Lakhs Sixty-Five Thousand One Hundred Only) divided into 72,06,510 (Seventy-Two Lakhs Six Thousand Five Hundred Ten) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

8. Subsidiaries, Associates and Joint Venture

As on 31st March, 2023 following are the Subsidiaries/Associates/Joint ventures of the Company: - IPS Vantage Tech Services Private Limited is the wholly owned subsidiary of the Company.

A statement containing the salient feature of the financial statement of the Companys Wholly-owned 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 A.

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/wp- content/uploads/2023/08/IPSL_Material_Subsidiary_Policy.pdf

9. Statutory Auditor & Audit Report

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. AMS & Co., Chartered Accountant, (Firm Registration No. 130878W) was appointed as the statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the 19^th Annual General Meeting till the conclusion of the 24^th Annual General Meeting of the Company in the year 2027.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. AMS & Co., Chartered Accountant, (Firm Registration No. 130878W), Statutory Auditors, in their Report on the accounts of the Company for the year under review.

The observations made by them in their Report are self- explanatory and do not call for any further clarifications from the Board.

10. 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, Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2022-23.

Secretarial audit report except what have been specifically mentioned the Report which is self- explanatory following qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditors:

The company has obtained the SDD Software lately but before that maintained the data internally.

Management Response:

The Company was listed on NSE SME as of 11/11/2022 and the company is maintaining the SDD database internally before installation of SDD Software but as of now company has installed and maintained database as required.

The Secretarial Audit Report for the financial year ended 31^st March, 2023 is annexed herewith as ANNEXURE B.

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 part of this Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31^st March, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. M K Saraswat & Associates, Company Secretaries, Secretarial Auditors.

11. Reporting of fraud, comments by board on every qualification, reservation, adverse remark or disclaimer

There are no qualification, reservation or adverse remark or disclaimer in Auditors Report. Therefore, the Board have not commented on the same.

12. Details of Directors or Key Managerial Personnel

Board of Directors

As on March 31, 2023, the Board of Directors of the Company comprises of 6 (Six) Directors, of which 3 (Three) are Non-Executive Independent Directors & 2 (Two) are Executive Directors and 1 (One) is Non-Executive Non-Independent Director. 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
2.	Mrs. Sandeep Kaur Goyal	Executive Director
3.	Mr. Raghuvir Prasad Goyal	Non-Executive and Non-
		Independent Director
4.	Mr. Ashok Nagori	Non-Executive and
		Independent Director
5.	Mr. Girish Kumar Joshi	Non-Executive and
		Independent Director
6.	Mr. Hariom Sarda	Non-Executive and
		Independent Director

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 has been change in the Board of Directors during the year under review. The details of the change are as below:

Sr. No.	Name of the Director / Key Managerial Personnel	Designation	Date of Appointment	Reason for Change
1.	Mr. Hariom Sarda	Independent Director	26/08/2022	Appointment
2.	Mr. Girish Kumar Joshi	Independent Director	18/07/2022	Appointment
3.	Mr. Aditya Gaur	Independent Director	26/08/2022	Resignation
4.	Mr. Girish Kumar Joshi	Independent Director	25/07/2022	Change in Designation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act and the Articles of Association of the Company, Mrs. Sandeep Kaur Goyal (DIN: 01724446), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Key Managerial Personnel

During the year under review, Mr. Pankaj Agarwal, Chief Financial Officer of the Company has resigned on 01^st April, 2022 and Mr. Haridasan Krishnan Unni Nair has been appointed as Chief Financial Officer of the Company with effect from 01^st April, 2022.

Further, Ms. Kajal Jinam Shah has been appointed as a Company Secretary and Compliance Officer of the Company with effect from June 06, 2022.

Further, as per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2023 were as under:

Sr. No.	Name of Key Managerial Personnel	Designation
1.	Mr. Tarang Raghuvir Goyal	Managing Director
2.	Mr. Haridasan Krishnan Unni Nair	Chief Financial Office
3.	Ms. Kajal Jinam Shah	Company Secretary and
		Compliance Office

13. Meeting of Independent Director

During the year under review, 1 (one) meeting of Independent Directors of the Company was held on 02/03/2023.

The object of Independent Meeting was to review the performance of Non-Independent Director and the Board as a whole including the Chairperson of the Company. The Company assures to hold the Separate Meeting of Independent Director of the Company as earliest possible.

14. Annual Evaluation of performance of the Board

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a. Attendance of Board Meetings and Committee Meetings; b. Quality of contribution to Board Deliberations; c. Strategic perspectives or inputs regarding future growth of the Company and its performance; d. Providing perspectives and feedback going beyond information provided by the management.

15. Deposits

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,2014(including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

16. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Since the Company is neither engaged in any manufacturing activity nor the Company has any manufacturing unit, therefore the prescribed particulars with regards to compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable on your Company.

Foreign exchange earnings and Outgo:

(Rs.)

Foreign Exchange Earnings	3,40,765
Foreign Exchange Outgo	5,02,514

17. Extract of Annual Return

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effective August 28, 2020, the draft Annual Return for the financial year 2022-23 in prescribed form MGT-7 is placed on the website of the Company at the following link: https://www.integratedpersonnelservices.com/

This Annual Return is subject to such changes / alterations / modifications as may be required to carry out subsequent to the adoption of the Directors Report by the Shareholders at the 20^th Annual General Meeting and receipt of Certificate from Practicing Company Secretary (PCS) which the Shareholders agree and empower the Board / Company and the copy of the final Annual Return as may be filed with the Ministry of Corporate Affairs would be furnished on the website of the Company.

18. Particulars of Contracts or Arrangements Made with Related Parties

The Company has adopted a Policy on Related Party Transactions and the same is placed on the Companys website at the web link: https://www.integratedpersonnelservices.com/

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

19. Business Risk Management

In todays economic environment, Risk Management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Companys risk management is embedded in the business processes. Your company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice.

20. 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.

21. Number of meetings of the Board

A total of 16 (Sixteen) Board Meetings were held during the Financial Year ended March 31, 2023. The maximum gap between any two Board Meetings was less than one 120 days.

Sr. No.	Date of Board Meeting	No. of Directors as on date of meeting	No. of Directors present
1.	01/04/2022	5	5
2.	06/06/2022	5	5
3.	14/06/2022	5	5
4.	30/06/2022	5	5
5.	14/07/2022	5	5
6.	18/07/2022	5	5
7.	20/07/2022	6	6
8.	06/08/2022	6	6
9.	17/08/2022	6	6
10.	24/08/2022	6	6
11.	26/08/2022	6	6
12.	27/08/2022	6	6
13.	03/10/2022	6	6
14.	07/11/2022	6	6
15.	21/11/2022	6	6
16.	02/03/2023	6	6

22. 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 Financial Year ended March 31, 2023, the applicable accounting standards had been followed and there are no material departures from the same;

(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 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 for the Financial Year ended on March 31, 2023 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;

(e) That the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) That proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

23. Declaration by Independent Directors

The Company has received declarations/ confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, 2015.

24. Policy on Nomination and Remuneration (NRC)

The Company has formulated and adopted the Nomination & Remuneration Policy in compliance with section 178(3) of the Companies Act, 2013 read along with the applicable rules thereto and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The objective of this policy is to ensure:

? Remuneration is reasonable and sufficient to attract, retain and motivate the excellence to run Company successfully. ? Suitable selection and appointment criteria of Directors, KMPs and other Senior Executives including criteria for determining qualifications, positive attributes, independence of a Director and other related matters. ? Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

This policy is being governed by the Nomination & Remuneration Committee. The Policy is available on the website of the Company https://www.integratedpersonnelservices.com/

25. Particulars of loans, guarantees or investments under section 186

The particulars of loans, guarantees and investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2022-23 are given in Notes to the financial statements forming part of this Report.

26. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future

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

27. Adequacy of internal financial controls with reference to the Financial Statements.

The Companys internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organizations pace of growth and increasing complexity of operations.

28. Cost Records and Cost Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

29. Particulars of Employee

None of the employee has received remuneration exceeding the limit stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure C.

30. Details of Applications made or proceeding pending, if any under the Insolvency and Bankruptcy

Code, 2016:

During the period under review, no application has been made nor is any application pending by / against the Company under the Insolvency and Bankruptcy Code, 2016.

31. 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:

During the period under review, there was no instance of onetime settlement with any Bank / Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks / Financial Institutions is not applicable to the Company.

32. Compliance with the Secretarial Standards

During the period under review, the Company has complied Secretarial Standards-1 (SS-1) and Secretarial Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.

33. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, if any.

The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. During the year under review, no complaints were received by the Company related to sexual harassment.

34. Committees of the Board

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:

I. Audit Committee;

II. Nomination and Remuneration Committee III. Stakeholders Relationship Committee

I. Audit Committee

The Constitution of the Audit Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Ashok Nagori	Chairman	Non-Executive and
		Independent Director
Mr. Hariom Sarda	Member	Non-Executive and
(Appointed w.e.f. 26/08/2022)		Independent Director
Mr. Raghuvir Prasad Goyal	Member	Non-Executive and Non-
		Independent Director
Mr. Aditya Gaur	Member	Non-Executive and
(Resigned w.e.f. 26/08/2022)		Independent Director

The Company Secretary and Compliance Officer of the Company is the Secretary to the Audit Committee. During the year reference, 6 (Six) meetings of Audit Committee was held on the 01/04/2022, 06/06/2022, 14/07/2022, 26/08/2022, 21/11/2022 and 02/03/2023 respectively.

Terms & Scope of Work of Committee: a) Oversight of our Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company; c) Reviewing and monitoring the auditors independence and performance and the effectiveness of audit process d) Approval of payment to statutory auditors for any other services rendered by the statutory auditors; e) Reviewing the financial statements with respect to its unlisted Subsidiary(ies), in particular investments made by such Subsidiary(ies); f) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: g) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; ? Changes, if any, in accounting policies and practices and reasons for the same; ? accounting entries involving estimates based on the exercise of judgment by management; ? Significant adjustments made in the financial statements arising out of audit findings; ? Compliance with listing and other legal requirements relating to financial statements; ? Disclosure of any related party transactions; and ? Modified opinion(s) in the draft audit report. g) Reviewing, the quarterly financial statements with the management before submission to the Board forapproval; h) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; i) Approval or any subsequent modification of transactions of our Company with related parties; j) Scrutiny of inter-corporate loans and investments; k) Valuation of undertakings or assets of our Company, wherever it is necessary; l) Evaluation of internal financial controls and risk management systems; m) Monitoring the end use of funds raised through public offers and related matters; n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; p) Discussion with internal auditors of any significant findings and follow up thereon; q) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; r) Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; s) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; t) To establish and review the functioning of the whistle blower mechanism; u) Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or grievances; v) Approval of appointment of the chief financial officer (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; w) Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority; and x) reviewing the utilization of loans and/ or advances from/investment by the and holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /investments existing as on the date of coming into force of this provision. y) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders. z) Review of (1) management discussion and analysis of financial condition and results of operations; (2) statement of significant related party transactions (as defined by the audit committee), submitted by management; (3) management letters / letters of internal control weaknesses issued by the statutory auditors; (4) internal audit reports relating to internal control weaknesses; (5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; (6) statement of deviations including (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

II. Nomination and Remuneration Committee

The Constitution of Nomination and Remuneration Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Ashok Nagori	Chairman	Non-Executive and Independent Director
Mr. Girish Kumar Joshi (Appointed w.e.f. 26/08/2022	Member	Non-Executive and Independent Director
Mr. Hariom Sarda (Appointed w.e.f. 26/08/2022)	Member	Non-Executive and Independent Director
Mr. Raghuvir Prasad Goyal (Ceased w.e.f. 26/08/2022)	Member	Non-Executive and Non- Independent Director
Mr. Aditya Gaur (Resigned w.e.f. 26/08/2022)	Member	Non-Executive and Independent Director

During the year, 4 (Four) meetings of the Nomination and Remuneration Committee meeting were held on 01/04/2022, 06/06/2022, 18/07/2022 and 26/08/2022 respectively.

Terms & Scope of Work of Committee: a) identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carryout evaluation of every directors performance; b) formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees c) while formulating the policy under (b) above, ensure that ? the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; ? Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and ? remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals: d) such other functions / activities as may be assigned / delegated from time to time by the Board of

Directors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company. e) formulation of criteria for evaluation of performance of independent directors and the board of directors; f) devising a policy on diversity of board of directors; g) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. h) Recommend to the board, all remuneration, in whatever form, payable to senior management.

III. Stakeholders Relationship Committee

The Constitution of Stakeholders relationship Committee is as follows:

Name of the Director	Designation	Nature of Directorship
Mr. Ashok Nagori	Chairman	Non-Executive and Independent Director
Mr. Hariom Sarda (Appointed w.e.f. 26/08/2022)	Member	Non-Executive and Independent Director
Mr. Raghuvir Prasad Goyal	Member	Non-Executive and Non- Independent Director
Mr. Aditya Gaur (Resigned w.e.f. 26/08/2022)	Member	Non-Executive and Independent Director

During the year under review, 1 (One) meetings of Stakeholders Relationship Committee were held on 02/03/2023.

Terms & Scope of Work of Committee: a) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. b) Review of measures taken for effective exercise of voting rights by shareholders. c) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. d) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

35. Familiarization Programme for Independent Directors:

The Company has practice of conducting familiarization Programme for Independent Directors of the Company.

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Companys strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent

Directors: a program on how to review, verify and study the financial reports; a program on Corporate Governance; provisions under the Companies Act, 2013; and

SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a Director.

36. 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 Companys website https://www.integratedpersonnelservices.com/

37. Corporate Governance Report

The Company being Listed on SME Platform of NSE, the provisions of Corporate Governance are not applicable to the Company. Non-Applicability of submission of Report on Corporate Governance is given in Annexure D.

38. Listing of securities

The equity shares of the Company are listed on NSE emerge platform with security ID/symbol of IPSL. The ISIN for equity shares is INE02EE01019. The Company confirms that the annual listing fees to the stock exchange for the Financial Year 2022-23 have been paid.

39. Internal Auditors

The Board of Directors at their meeting held on 02^nd May, 2023 appointed M/s Leela Fintech Services LLP, as internal auditor for the Financial Year 2023-24.

40. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V 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 E to the Directors Report.

41. 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.

42. CFO Certification:

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

43. Acknowledgment

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the customers, employees, banks, Government authorities, vendors, consultants and members during the year under review.