1. FINANCIAL PERFORMANCE:

(INR in Thousands'

2. STATE OF COMPANY'S BUSINESS AND FINANCIAL REVIEW:

• STANDALONE:

to Basic Earnings Per Share at INR 6.39 for the F.Y. 2023-24 as against INR (1.29) in F.Y. 202223.

• CONSOLIDATED:

The Company recorded operational revenue of INR 239.52 Lakhs during the F.Y. 2023-24 as compared to INR 249.91 Lakhs in F.Y. 2022-23. The Profit during the F.Y. 2023-24 was at INR 276.62 Lakhs as compared to Loss of INR 45.01 Lakhs in F.Y. 2022-23 translating to Basic Earnings Per Share at INR 6.64 for the F.Y. 2023-24 as against INR (1.08) in F.Y. 2022-23.

3. DIVIDEND:

In order to conserve capital for future investment plan, the Board of Directors do not recommend any dividend for the financial year 2023-24.

4. TRANSFER TO RESERVES:

During the year under review, no amount was required to be transferred to General Reserve.

5. CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business during the year under review.

6. HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Zeppelin Investments Private Limited is the holding Company of your Company.

The Company has One Associate Company "Entecres Labs Private Limited". The Company does not have Subsidiary Companies /Joint Ventures. During the year no Company has become or ceased to be subsidiary or associate of the Company.

7. PERFORMANCE OF ASSOCIATE:

Entecres Labs Private Limited, associate of the Company generated a revenue from operations of INR 1263.89 Lakhs in the year under review. The profit during the F.Y. 2023-24 was at INR 36.21 Lakhs as compared to Profit of INR 31.41 Lakhs in F.Y. 2022-23.

8. CONSOLIDATED FINANCIAL STATEMENTS:

A statement containing the salient features of the Financial Statements including the performance and financial position of Entecres Labs Private Limited, Associate as per the provisions of the Companies Act, 2013 (the "Act"), is provided in the prescribed Form AOC-1 which is annexed as "Annexure A".

9. DEPOSITS:

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, the Company has not accepted any public deposits during the year under review.

10. SHARE CAPITAL:

During the year, the Company has not issued shares with differential voting rights, nor has granted any stock options or sweats equity, no bonus shares were issued by the Company. There was no provision made by the Company for purchase of its own shares by employee or by the trustee.

As on March 31, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

During the year, there was no change in the Share Capital of the Company. As on March 31, 2024, the issued, subscribed and paid-up share capital of your Company stood at INR 4,16,91,000/- comprising 41,69,100 Equity shares of INR 10/- each.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations forms an integral part of this Report, which is annexed as "Annexure B".

12. CORPORATE GOVERNANCE:

As per regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempted from Corporate Governance provisions prescribed in regulation 27 and para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. BUSINESS RESPONSIBILITY REPORT:

Our Company is not covered under top one thousand listed entities based on market capitalization, hence Business Responsibility Report is not applicable to the Company.

14. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, the copy of the draft Annual Return of the Company for the Financial Year ended on March 31, 2024 in Form MGT-7 is uploaded on website of the Company and can be accessed at https:/ / informed-tech.com/investors/annual-returns/.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company is well supported by the knowledge and experience of its Directors and Key Managerial Personnel.

In accordance with the Articles of Associations of the Company and the provisions of Section 152 of the Companies Act, Mr. Gautam Khandelwal (DIN 00270717) will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The resolution seeking Members' approval for his re-appointment forms part of the AGM Notice. The Board of Directors of your Company has recommended his appointment at the ensuing AGM.

During the year, Ms. Neha Rane was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 31st May, 2023.

During the financial year 2023-24, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee re-appointed Mr. Virat Mehta (DIN: 07910116) as the Independent Director on Board of the Company. His re-appointment was approved by the members at 65th Annual General Meeting (AGM) of the Members of the Company held on September 15, 2023 for a second term of 5 consecutive years commencing from June 01, 2023 upto May 31, 2028.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as directors of the Companies.

The Company has following persons as Key Managerial personnel as on March 31, 2024:

16. DECLARATION OF INDEPENDENCE:

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, the independent directors possess the requisite integrity, expertise, experience (including proficiency) and qualifications.

In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have registered themselves with the Independent Directors databank maintained by the Indian Institute of Corporate Affairs.

17. FAMILIARIZATION PROGRAM:

Your Company has been regularly familiarizing the Independent Directors on its Board on the Company operations, strategic business plans. Apart from above, Independent Directors are also familiarized through various regulatory developments, changes in laws.

18. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared as per the requirement of the act which included various aspects of Boards and Committees functioning, Composition of the Board and its Committees, functioning of the Individual directors, board diversity. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices and the fulfillment of Director's obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The evaluation of all directors, committee's chairman of the board and the board as whole was conducted based on the criteria and framework and the board expressed their satisfaction with the evaluation process.

19. COMMITTEES:

A. AUDIT COMMITTTE

The Audit Committee acts as an interface between the Statutory and Internal Auditors, the Management and the Board of Directors. It assists the Board in fulfilling its responsibilities of monitoring financial reporting processes, reviewing the Company's established systems and processes for internal financial controls and governance and reviews the Company's statutory and internal audit processes. The Committee is governed by its defined scope as per Companies Act & Listing Regulations, which is in line with the regulatory requirements mandated by the Act and the Listing Regulations.

Table below provides the composition of the Audit Committee as on March 31, 2024:

Mr. Nimis Sheth, Chairperson of the Committee was present at the Annual General Meeting of the Company held on September 15, 2023 to answer members' queries.

Ms. Neha Rane, Company Secretary acts as the Secretary of the Audit Committee.

B. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee looks into redressal of the grievances of shareholders including investor complaints relating to transfer of shares, issue of duplicate share certificates, non-receipt of annual reports, non- receipt of dividends declared and other matters related to securities of the Company.

Mr. Nimis Sheth, Independent Director is the Chairperson of Committee.

The composition of Committee as on March 31, 2024 is as under:

Mr. Nimis Sheth, Chairperson of the Committee was present at the Annual General Meeting of the Company held on September 15, 2023 to answer queries raised by shareholders.

Ms. Neha Rane, Company Secretary of the Company acts as the Compliance Officer to oversee the redressal of the investor grievances.

C. NOMINATION AND REMUNERATION COMMITTEE

The constitution, scope and powers of the Nomination & Remuneration Committee of the Board of Directors, are in accordance with the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations. The Nomination & Remuneration Committee observes the requirements pertaining to the appointment and remuneration of the Managing Director & Chief Executive Officer, executive directors, Key Managerial Personnel.

The composition of the Nomination & Remuneration Committee as on March 31, 2024 is given in Table below:

Mr. Nimis Sheth, Chairperson of the Committee was present at the last Annual General Meeting of the members of the Company held on September 15, 2023 to answer the queries of shareholders.

Ms. Neha Rane, Company Secretary of the Company acts as the Secretary to the Nomination & Remuneration Committee.

D. RISK MANAGEMENT COMMITTEE:

As the Company is not covered under Top One Thousand (1000) listed entities as per market capitalization, the provisions of Regulation 21 of Listing Regulations are not applicable to the Company.

20. MEETINGS:

A. BOARD MEETINGS

During the year, the Board of Directors met 4 (Four) times. The gap between two meetings did not exceed 120 days. Details of Board Meetings are as follows:

B. COMMITTEES MEETINGS OF THE BOARD AND ATTENDANCE AT LAST AGM:

The details of committee meetings attended during the year are as under:

Notes:

• The Audit Committee met 4 (Four) times during the year i.e. on May 30, 2023, August 07, 2023, November 01, 2023 and February 05, 2024. The gap between two meetings did not exceed 120 days.

• The Stakeholders Relationship Committee met 4 (Four) times during the year i.e. on May 30, 2023, August 07, 2023, November 01, 2023 and February 05, 2024.

• Nomination and Remuneration Committee met 2 (Two) times during the year i.e. on May 30, 2023 and August 07, 2023.

C. GENERAL MEETINGS:

Annual General Meeting of the Company was held on September 15, 2023. No Extra-Ordinary General Meetings was held during the period under review.

D. MEETING OF INDEPENDENT DIRECTORS:

During the year, the Independent Director meeting was held on February 05, 2024 as required by regulation 25 of SEBI (LODR) Regulations, 2015.

21. NOMINATION AND REMUNERATION POLICY:

The policy of the Company on director's appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a Directors, Key Managerial Personnel and Senior Management and other matters provided under of Section 178(3) of the Companies Act, 2013 is adopted by the Board and may be accessed on Company's website at the link: https:/ / informed-tech.com/investors/corporate-governance/. We affirm that the

remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company. Further, the Nomination and Remuneration Committee devises the policy on Board diversity to provide for having a broad experience and diversity on the Board.

22. LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

23. INTERNAL FINANCIAL CONTROLS:

The details in respect of internal financial control and their advocacy are included in the management discussion and analysis which forms part of this Annual Report.

24. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:

M/ s. Parekh Sharma and Associates, Chartered Accountants (Firm Registration No. 129301W) were appointed as the Statutory Auditors of the Company as per the provisions of Section 139 of the Companies Act, 2013 to hold office from the conclusion of the 64th Annual General Meeting (AGM) held on September 23, 2022 until the conclusion of the 69th AGM of the Company to be held in the year 2027.

The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process. For the financial year 2023-24, the total fees paid by the Company to the Auditors

for all the services provided by them was INR 4,25,000/- (Indian Rupees Four Lacs Twenty-Five Thousand Only).

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

25. INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act, 2013 and the rules made there under, M/s. M. V. Ghelani & Co., Chartered Accountants (ICAI Registration No. 119077W) are Internal Auditors of the Company. The audit committee of the Board of Directors in consultation with the Internal Auditors, formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

26. SECRETARIAL AUDITOR AND REPORTS:

The Board of Directors of the Company has appointed M/s. DSM & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit and their Report on Company's Secretarial Compliances is appended to this Report as "Annexure C". There are no qualifications, reservations or adverse remarks or disclaimers made by M/ s. DSM & Associates, Practicing Company Secretaries, in their Secretarial Audit Report for the financial year 2023-24.

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or Employees to the Audit Committee or to Central Government under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

28. COMPLIANCE OF SECRETARIAL STANDARDS:

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

29. RELATED PARTY TRANSACTIONS:

There have been no materially significant related party transactions between the Company and the Directors, the management, the key managerial personnel or their relatives except for those disclosed in the financial statements.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed at the Web link: https:/ / informed-

tech.com/investors/corporate-governance/.

30. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has adopted a Vigil Mechanism and Whistle Blower Policy to provide a mechanism for the directors and employees to report genuine concerns about any unethical behaviour, actual or suspected fraud or violations of the Company's Code of Conduct. The provisions of this policy are in line with the provisions of Section 177 (9) of the Act. The policy can be accessed on the company's website at following link https:/ / informed-tech.com/investors/corporate- governance/.

31. RISK MANAGEMENT:

The Company is aware of the risks associated with the business. The Senior Managements regularly analyses and takes corrective actions for managing / mitigating the same. In terms of the requirement of the Act, the Company has authorized Senior Management to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Companies strategic objectives. The Senior Management periodically informs the board on various issues along with its recommendations and comments for Board's review and necessary action.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

33. IEPF SHARE TRANSFER AND NODAL OFFICER:

As per Companies act, 2013 the Company has transferred 24,481 Equity shares to Investor Education and Protection fund. Further, Ms. Neha Rane, Company Secretary is the Nodal Officer for IEPF.

34. PARTICULARS OF EMPLOYEES:

In accordance with the requirements of Section 197(12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures with respect to the remuneration of directors and employees has been appended as "Annexure D" to this Report.

35. CEO AND CFO CERTIFICATION:

In accordance with the requirements of Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, CEO and CFO have given appropriate certifications to the Board of Directors and the same has been appended as "Annexure E" to this Report.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant material orders passed by the regulators or courts or tribunals which may impact the going Concern status and Companies operations.

37. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any.

There had been no changes in the nature of Companies business. To the best of information and assessment there has been no material changes occurred during the financial year, generally in the classes of business in which the Company has an interest except as otherwise mentioned in this director report, if any.

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

Disclosures pertaining to conservation of energy, technology absorption are not applicable to the Company during the year under Review.

The Company has not undertaken any R&D activity in the current year. The Company has not imported any technology during the year.

During the year, the foreign Exchange outgo was INR NIL (Previous year - Nil). The Foreign Exchange earning was INR 239.52 Lakhs (Previous year INR 249.91 Lakhs).

39. COST RECORD:

Provisions of Maintenance of cost records as specified under Section 148(1) of the Act are not applicable to the Company.

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

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of the Sexual Harassment of Women in the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH"). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contract, temporary, trainees) are covered under this policy. Following is a summary of Sexual Harassment Complaints received and disposed off during the year 2023-2024.

41. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that year;

iii) they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

42. DEMATERIALIZATION OF SHARES:

Your Company's equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024, 96.59% of the Company's paid-up equity share capital is in dematerialized form and balance 3.41% is in physical form. The Company's Registrar and Share Transfer Agent is M/ s. Link Intime India Pvt. Ltd. having office at C-101, 247 Park, LBS Marg, Vikhroli - (W), Mumbai - 400083.

43. INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

No Independent director was appointed during the year under review, hence this clause is not applicable to the Company. Mr. Virat Mehta was re-appointed as Independent Director of the Company for a second term of 5 consecutive years.

44. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

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

During the year under review, there were no instances of onetime settlement with any Bank or Financial Institution.

46. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any Shares lying in Demat Suspense Account or Unclaimed Suspense Account.

ACKNOWLEDGEMENTS:

Your Board of Directors wishes to place on record their appreciation for the whole-hearted cooperation received by the Company from the Shareholders, various Government departments, Business Associates, Company/s Bankers and all the employees during the year.