Suvidhaa Infoserve Ltd

Dear Members of Suvidhaa Infoserve Limited,

Your Directors have pleasure in presenting the Annual Report for the financial year 2023-24 on the business and operations of your Company together with the Audited Financial Statements and the Auditors' Report for the Financial Year ended March 31, 2024.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31,2024 is summarized below: -

(? in Millions)

FINANCIAL PERFORMANCE OVERVIEW

The Company's Gross Revenue on a standalone basis for the financial year 2023-24 has seen a decrease, dropping from ?373.17 million to ?83.06 million. This decline can be attributed to several factors including pivot in business strategies due to increased competition, regulatory changes and prospect of new opportunities. Consequently, the Loss after Tax has surged to ? 145.23 million, an increase from the previous year's loss of ?7.54 million, due to decreased revenue.

On a consolidated basis, the Company's Turnover for 2023-24 has also reduced, falling from ?411 million to ?108.31 million. This decrease is in line with the standalone financial performance of the company.

DIVIDEND AND RESERVES

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

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

DIVIDEND DISTRIBUTION POLICY

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

WHOLLY OWNED SUBSIDIARIES

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

Nupi's offering is our state-of-the-art platform, designed to seamlessly integrate with existing business systems while providing a suite of advanced features. This integration capability ensures a smooth transition for our clients, allowing them to enhance their customer relationships without disrupting their current operations.

One of the cornerstones of our platform is its advanced analytics engine. Nupi equips businesses with the insights they need to make informed, strategic decisions. By harnessing the power of customer data, our clients can tailor their offerings, optimize their marketing efforts, and implement new opportunities for growth.

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

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

BUSINESS OPERATIONS OVERVIEW

Suvidhaa is engaged in the business of providing marketplace technology services to small retail outlets (SMEs and MSMEs) to drive more customers to their physical stores. By signing up with market place technology provided by Suvidhaa, small retail outlets can offer additional financial and other retail products and services including insurance, mutual funds, utility payments, travel ticketing as well as other retail products and services to their walk-in customers. The additional products and services using Suvidhaa market place technology drives new and existing customers to visit their local small retail outlets and avail such services. The retail outlets earn more from such transactions and drive customers to frequently visit their physical stores. Pursuant to demerger of E-Commerce Business Undertaking of NSI in Suvidhaa, it can provide an affordable end-to-end marketplace technology service and become a one stop shop for small retail outlets to drive customers to both their online and offline physical stores for availing their products and services requirements.

Suvidhaa being India's first original FinTech that was launched in 2007, now has everything in place right from business strategy and balanced organization structure, a very stable management team, focused investments in building superior technology capabilities, better execution resulting in great merchant and service provider satisfaction, and steadily increasing gross margin from each business vertical with laser focus towards path to profitability; will have edge over others in the industry and will lead Suvidhaa towards exponential growth in coming year.

In today's rapidly evolving financial landscape, Suvidhaa stands at the forefront of innovation, empowering businesses to forge stronger, more meaningful connections with their customers. As a pioneering enterprise fintech company, we have dedicated ourselves to transforming traditional customer programs into dynamic, powerful tools that drive engagement and foster long term business value

Recognizing the importance of a cohesive customer experience, Suvidhaa's platform boasts robust omnichannel capabilities. This feature enables businesses to deliver a unified experience across all touchpoints, whether it's through mobile apps, websites, or inperson interactions. The result is a seamless journey that resonates with customers and strengthens their connection to the brand.

As we look to the future, Suvidhaa remains committed to pushing the boundaries of what's possible in customer engagement. By continually refining our platform and staying ahead of industry trends, we aim to be the catalyst that transforms how businesses connect with their customers in the digital age.

SHARE CAPITAL

During the year under review, the Company has not issued any employee stock options, issued any shares with differential voting rights or by way of rights issue or Sweat Equity shares.

DEPOSITS:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

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

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

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

RISK MANAGEMENT

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

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

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

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

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

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

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

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

During the year 2023-24, no complaints were received from our offices in Gujarat & Mumbai in connection with Sexual harassment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Tanuj Rajde, Director of the Company, retires by rotation at the ensuing Annual General Meeting, pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible, has offered himself for re-appointment. The brief resume of Mr. Tanuj Rajde and other information under Regulation 36 of the SEBI (LODR) 2015 with respect to the Director seeking re-appointment has been provided in the Notice convening 17th AGM. Your Directors recommend his re-appointment.

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

During the year under review, Ms. Krupa Joshi was appointed as the Independent Director w.e.f. February 06, 2024 and Ms. Jyoti Malhotra resigned from the office of Independent Director w.e.f. February 06, 2024.

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

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

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

Further, Mr. Harish Chalam resigned from the position of Company Secretary and Compliance Officer w.e.f. May 30, 2024 and Ms. Bhumi Mistry was appointed in his place, as a Company Secretary and Compliance Officer w.e.f. May 30, 2024.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, six (06) Board Meetings were held viz. May 29, 2023; August 12, 2023; November 11, 2023; and February 06, 2024, February 09 2024 and February 12, 2024. The details of the meetings of the Board and its committees are set out in the Corporate Governance Report which forms part of this Report. In terms of requirements of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors was held on February 12, 2024 primarily to evaluate, performance of non-independent directors, the Chairman of the Company and the board as a whole, taking into account the views of executive directors and non-executive directors.

PERFORMANCE EVALUATION OF DIRECTORS

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

In compliance with the requirements under Regulation 25(3) of Securities and Exchange Board of India (LODR) Regulations, 2015, a meeting of Independent Directors was held on February 12, 2024 primarily to evaluate, performance of non-independent directors, the Chairman of the Company and the board as a whole, taking into account the views of executive directors and nonexecutive directors.

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

The annual performance evaluation of the entire Board, Committees and all the Directors are based on the criteria laid down by the Nomination and Remuneration Committee, which was conducted at the Board Meeting, held on February 12, 2024.

AUDIT COMMITTEE

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

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

VIGIL MECHANISM

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

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

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

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

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

i) in the preparation of the annual financial statements for the year ended March 31,2024, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures, if any;

ii) such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31,2024 have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the Profit of the Company for the year ended on that date;

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

iv) the annual financial statements for the year ended March 31, 2024 have been prepared on a going concern basis;

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

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

STATUTORY AUDITORS

M/s G.S. Mathur and Co, Chartered Accountants, (Firm Registration No. 008744N), Ahmedabad were appointed as the Statutory Auditors pursuant to the provisions of Sections 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014. Further, the resolution for re-appointment of M/s. G S Mathur & Co, Chartered

Accountants (having firm registration no. 008744N) Ahmedabad, Gujarat as Statutory Auditors of the Company for term of 5 (five) years, to hold office from the conclusion of 14th Annual General Meeting till the conclusion of the 19th Annual General Meeting to be held in the year 2026 was duly approved by the members on September 28, 2021.

The Board has duly reviewed the Statutory Auditor's Report on the Accounts. The observations, comments and notes of the Auditor are self-explanatory and do not call for any further explanation/ clarification.

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

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

AUDITOR'S REPORT

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

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

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the Board of Directors had appointed M/s. Patel & Mehta, Chartered Accountants, (Firm Registration No. 125480W) as Internal Auditors of the Company for F.Y. 2023-24 and their reports were reviewed by the Audit Committee and the Board.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed CS Jitendra P. Leeya, Practicing Company Secretaries, Ahmedabad as Secretarial Auditor, to conduct the Secretarial Audit of the Company for F.Y. 2023-24. The Secretarial Audit Report is annexed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

Further, the Company has a material subsidiary - Nupi Infotech Limited, the Secretarial Audit Report of the said material subsidiary is annexed herewith as Annexure IIIA to this Report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

ANNUAL RETURN

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

CORPORATE SOCIAL RESPONSIBILITY

Your Company always believes in operating and conducting its business in a socially responsible way. This belief forms the core of the CSR policy of the Company to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Hence, in accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed its CSR policy, which is available at https://www.suvidhaa.com/code-of-conduct-and-policies.html. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time has been appended as Annexure IV to this report. During the year under review, the Company was not required to spend any amount towards Corporate Social Responsibility.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting,

ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances. The comprehensive Internal Financial Control policy along with the effective Internal Audit System help the Company in achieving orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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

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

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in Annexure V of the Report.

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

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

The Company complies with the Secretarial Standards issued by ICSI.

EMPLOYEES STOCK OPTION PLAN (ESOP)

During F.Y. 2021-22, there has been ratification of the Suvidhaa Infoserve Private Limited (SIPL), Employee Stock Option Plan (ESOP), 2018, The SIPL-ESOP 2018 which was approved by the members in the Extra-Ordinary General Meeting held on April 17, 2018 prior to the listing of the equity shares of the Company. Hence, ratification of the SIPL-ESOP 2018, was required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"), The members of the Company ratified the same vide special resolution in the 14^th AGM held on September 28, 2021 and through Postal ballot on February 23, 2022. In-principal was granted by National Stock Exchange of India Ltd. (NSE) vide NSE/LIST/29003 dated March 10, 2022 for 85,00,000 equity shares and the In-principle approval for SIPL-ESOP-2018 was granted by BSE Ltd. vide DCS/IPO/TL/ESOP-IP/2282/2021-22 dated March 30, 2022 for 85,00,000 equity shares

The members had also approved ESOP 2021 vide special resolution in the 14^th AGM of the Company held on September 28, 2021. In-Principle was granted by National Stock Exchange of India Ltd (NSE) vide NSE/LIST/37065 dated August 30, 2023 for 1,00,00,000 equity shares and the In-Principle approval was granted by BSE Ltd. vide DCS/IPO/SC/ESOP-IP/2899/2023-24 dated September 04, 2023 for 1,00,00,000 equity shares.

Meanwhile the Stock options already granted under the existing scheme to the employees of the Company shall stay in force as per the terms & conditions of the scheme as approved by the shareholders at their Extra-ordinary General Meeting of the Company. The applicable disclosures as stipulated under SEBI SBEB Regulations with regard to Employees Stock Option Plans of the Company are available on the website of the Company www.suvidhaa.com

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

In the matter of Suvidha Infoserve Limited and Dakshin Haryana Bijli Vitran Nigam Board (DHBVN), DHBVN claimed an amount aggregating to ?43.17 Million was set aside and further ?2.49 million prayed by us had been awarded by the Hon'ble Sole arbitrator Justice Mukul Mudgal (Retd.) appointed by the Hon'ble High Court of Punjab and Haryana to the Company.

Further, the said award was challenged by DHBVN by depositing ?2.49 at Hon'ble District and Session Court, Hissar; the matter is pending for hearing.

Apart from above, there are no other significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

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

GENERAL

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

1. Cost Audit;

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

3. There are no material changes and commitments affecting the financial position of the Company which have occurred in the financial year 2023-24.

ANNEXURES FORMING PART OF BOARD'S REPORT

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors Suvidhaa Infoserve Ltd.