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Infollion Research Services Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 154.05 Cr. P/BV 2.29 Book Value (Rs.) 69.37
52 Week High/Low (Rs.) 436/145 FV/ML 10/400 P/E(X) 12.11
Bookclosure 28/09/2023 EPS (Rs.) 13.10 Div Yield (%) 0.00
Year End :2026-03 

Your directors have pleasure in presenting the report on the business and operations of the Infollion Research Services Ltd. together
with the Audited Consolidated and Standalone Statement of Accounts of your Company for the financial year ended March 31, 2026.

Financial Highlights (Consolidated and Standalone)

A. Audited Consolidated Financial Statements for FY 2025-26

Particulars

Year ended 31.03.2026

Year ended 31.03.2025

Revenue from Operations

10,031.97

7,730.32

Other Income

266.81

220.84

Profit before Interest, Depreciation &Tax

1,739.90

1,686.59

Less: Finance Cost

(44.11)

(38.66)

Less: Depreciation & Amortization Expense

(1.42)

(1.66)

Profit before Tax

1,694.37

1,646.27

Less: Income Tax

(425.31)

(406.12)

Less: Deferred Tax

2.83

4.00

Profit after Tax

1,271.90

1,244.15

Less: Proposed Dividend & Tax thereon

-

-

Balance Carried to Balance Sheet

1,271.90

1,244.15

B. Audited Standalone Financial Statements for FY 2025-26

Particulars

Year ended 31.03.2026

Year ended 31.03.2025

Revenue from Operations

10,031.97

7,730.32

Other Income

272.18

223.76

Profit before Interest, Depreciation &Tax

1,704.34

1,679.26

Less: Finance Cost

(33.31)

(36.69)

Less: Depreciation & Amortization Expense

(1.42)

(1.66)

Profit before Tax

1,669.61

1,640.91

Less: Income Tax

(420.21)

(406.12)

Less: Deferred Tax

2.83

4.00

Profit after Tax

1,252.23

1,238.77

Less: Proposed Dividend & Tax thereon

-

-

Balance Carried to Balance Sheet

1,252.23

1,238.77

C. Details of Subsidiaries, Joint Ventures and Associates

Name

Address

Country of
Incorporation

No. of
Shares
Field

Amount of
Investment (?
Lakh)

% Flolding

Infollion Research Services
Corp.

(File Number 3366140)

919, North Market Street, Suite 950, City
of Wilmington, County of New Castle,
Delaware, Zip Code 19801

USA

1000

0.85429

100%

Infollion Research Services Corp., a wholly owned subsidiary of Infollion Research Services Limited, was incorporated on April 1, 2025 in the
state of Delaware, USA. The audited financial statements including the consolidated financial statement of the Company and all other
documents required to be attached thereto are available on the Company’s website and can be accessed at https://investors.infollion.com/

2. State of Company Affairs

Business Overview and Strategic Developments

FY 2025-26 saw the operating environment soften in the second half, though underlying KPIs held steady — giving management confidence
this reflects the external environment rather than the business’s trajectory. Infollion continued to hire, invest and pursue new initiatives
through the year.

Geographic Expansion remains the clearest near-term growth lever. Presence in the US, Europe and Dubai was accelerated ahead of plan,
with South-East and East Asia next in line. US business inflow is expected to grow in FY27 on new client wins and POCs with existing mul¬
tinationals.

Al Strategy: Management frames the industry around a six-layer Al value chain (infrastructure, foundation models, applications, data,
human intelligence, distribution) and sees Infollion’s strength concentrated in the human intelligence and distribution layers. This underpins
several initiatives launched in the year: MCP/API integrations embedding expert discovery into client Al workflows, Al-led bot interviews,
internal compliance/regtech tools, a conversational Value Chains tool, the Infollion Al research marketplace, Third Eye (expert validation of
Al outputs), and Syndicated Sessions (shared, royalty-bearing expert content).

Huksa (L&D/MTS): A breakout year — 40 new client logos, 100 projects delivered, and revenue crossing ^1 Crore for the first time,
alongside a shift into a full-stack Managed Training Services model with two content libraries in development. The segment remains
nascent, still in its investment phase.

Inorganic Growth: Moved from exploration to action — EIR opportunities and acquisition targets evaluated, plus a first small step into
engineering consulting. Stated priorities for future deployment: an expert network in a complementary geography, followed by a broader
FIR services business, with target-client relationship strength as the key filter.

Outlook: Management calls FY26 a year without all the answers, with the task ahead being to keep building and sharpening judgment on
which opportunities to pursue, amid early signs the demand environment may be stabilising.

Financial Performance

Revenue from operations crossed T100 Crore for the first time at T 100.32 Crore, up 30% YoY, driven by broad-based growth across the core
India business and all three new verticals — Fluksa, US, and MENA — each crossing ^1 Crore in annual revenue. H2 saw some moderation in
client volumes, particularly in Q4, though per-day revenue remained broadly stable.

Cost of sales rose to 58.8% of revenue (from 54.4%), including a one-time prior period charge of ^86.55 Lakh from the correction of
accounting treatment of unrequested expert payments. Excluding this, the ratio was 57.9%. The underlying increase reflects deliberate
commercial decisions — client development calls for new international teams and fee waivers to strengthen stickiness on large projects.
Gross profit grew 17.2% in absolute terms to ^41.35 Crore, with margins compressing from 45.6% to 41.2% (42.1% adjusted).

Employee costs grew 25% to ^21.58 Crore as the Company added 71 employees (headcount now 271), predominantly in newer verticals,
geographies, and the technology team. As a percentage of revenue, however, employee costs improved from 22.3% to 21.5%. Other
expenses rose 49% to ^5.04 Crore, driven primarily by research subscriptions for newer markets (^33 Lakh to ^80 Lakh), a one-time ROC
fee, and higher travel and business development costs for the US, MENA, and Fluksa build-outs.

EBITDA (excluding other income) stood at ^14.73 Crore, broadly flat YoY, with margins compressing from ~19% to ~14.7% — reflecting the
full cost of building three new verticals, a technology platform, and an international go-to-market apparatus, all absorbed by the mature
India business. Management views this as a transitional investment phase, not structural margin erosion.

PAT was ^12.72 Crore (up 2.2%), with Basic EPS of ^13.11. Effective tax rate was 24.9%, within the expected range. Operating cash flow
nearly doubled to ^10.51 Crore, with DSO improving from ~83 to ~67 days. The Company remains entirely debt-free with a closing cash
position of ^43.49 Crore. ^2.89 Crore was invested in proprietary software development (Intangible Assets Under Development now at
^5.26 Crore). The Company has filed its M&A policy and is actively evaluating acquisition targets.

Comprehensive insights into the financial performance are detailed under the 'CFO’s Comments’ section of the Management Discussion
and Analysis Report, which forms an integral part of this Annual Report.

3. Dividend

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

4. Transfer to Reserves

The Company has transferred R12.72 Crores as retained earnings to Reserves & Surplus of the Company.

5. Deposits

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

Change in Nature of Business

There has been no change in the nature of business.

7. Secretarial

A. Share Capital

During the year under review, the Authorised Share Capital of the Company was increased from Rs. 10,00,00,000 (10 crore) divided into

99.80.000 (Ninety Nine Lakhs Eighty Thousand) equity shares and 20,000 (Twenty Thousand) Preference Shares of Rs. 10/- (Ten) to Rs.
50,00,00,000 (50 crore) divided into 4,99,80,000/- (Four Crore Ninety Nine lakhs Eighty Thousand) equity Shares of ^10/- (Ten) each and

20.000 (Twenty Thousand) Preference Shares of ^10/- (Ten) each.

The Paid up share capital of the Company has been increased from ^9,69,69,720 to ^9,70,67,590 pursuant to the allotment of 9787 equity
shares of face value of Rs 10.00 each under the Infollion Research Services — Employee Stock Option Plan 2023’ ('IRS 2023’) on 9th Febru¬
ary, 2026.

B. Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors’ and 'General Meetings’ respectively,
have been duly complied by your Company. Secretarial Audit Report as Annexure-I is attached in this regard.

C. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at the Web-link htt
ps://investors.infollion.com/annual-returns-under-section-92.

8. Disclosure on Employee Stock Option Plan of the Company

A. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the
Companies Act, 2013 (18 of 2013) including the 'Guidance note on accounting for employee share-based payments’ & Regulation 14 of SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 issued in that regard from time to time. Please refer to Note No. 31 of
Notes to standalone financial statements, which forms part of the Annual Report.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with
'Accounting Standard 20 — Earnings Per Share’ issued by Central Government or any other relevant accounting standards as issued from
time to time:
^12.90 per share.

C. Details related to ESOS

(i) A description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS:

Particulars

Details

Date of shareholders’ approval

28-09-2023

Total number of Options approved under ESOS

2,50,000

Vesting requirements

The granted Options shall vest after a minimum period of 1 year and maximum
period of 7 years from the date of grant.

Exercise price or pricing formula

10

Maximum term of options granted

The Options shall vest maximum within seven years from the date of grant.

Source of shares (primary, secondary or combination)

Primary

Variation in terms of options

NA

(ii) Method used to account for ESOS — Fair value method

(iii) Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee
compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the
options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed:
Not Applicable

(iv) Option movement during the year (For each ESOS):

Particulars

Details

Number of options outstanding at the beginning of the period

36,216

Number of options granted during the year

-

Number of options forfeited / lapsed during the year

6,855

Number of options vested during the year

9,787

Number of options exercised during the year

9,787

Number of shares arising as a result of exercise of options

9,787

Money realized by exercise of options, if scheme is implemented directly by the company (^ Lakh)

0.98

Loan repaid by the Trust during the year from exercise price received

-

Number of options outstanding at the end of the year

19,574

Number of options exercisable at the end of the year

-

(v) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise
price either equals or exceeds or is less than the market price of the stock.

Grant 2023-24

Vest dated 24th January, 2027

Vest dated 24th January, 2028

Stock Price (Rs.)

240

240

Strike / Exercise Price (Rs.)

10

10

Expected Life of Options (no. of years)

3.25

4.25

Risk free rate of interest (%)

7.05%

7.06%

Implied Volatility factor (%)

54.51%

54.51%

Dividend Yield (%)

0%

0%

Fair value per Option at year end (Rs.)

232.05

232.6

Grant 2024-25

Vest dated 24th January, 2027

Vest dated 24th January, 2028

Stock Price (Rs.)

445

445

Strike / Exercise Price (Rs.)

10

10

Expected Life of Options (no. of years)

2.25

3

Risk free rate of interest (%)

6.62%

6.61%

Implied Volatility factor (%)

60.51%

60.51%

Dividend Yield (%)

0%

0%

Fair value per Option at year end (Rs.)

436.38

436.80

(vi) Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to

(a) senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015:
Not Applicable

(b) any other employee who receives a grant in any one year of Option amounting to 5% or more of Option granted during that year: In
addition to the employee details mentioned above in (a), the following employees have received grant more than 5% of the total
Options granted during the year:
Not Applicable

(c) identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the company at the time of grant:
Not Applicable

(vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the
following information:

(a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free
interest rate and any other inputs to the model: Please refer point (v) above.

(b) the method used and the assumptions made to incorporate the effects of expected early exercise: The fair value of options has been
calculated by using Black Scholes Model.

(c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical
volatility: Please refer point (v) above, and

(d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market
condition:
Not Applicable

None of the Directors were granted Options under the ESOP Scheme during the financial year under review. Further, the details required to
be disclosed pursuant to Regulation 14 read with Part F of Schedule I of the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, and in accordance with the provisions of the Companies Act, 2013 as applicable to the Company, is available at the
website of the Company and can be accessed at https://investors.infollion.com/employee-stock-option-scheme.

The certificate from Secretarial Auditors of the Company in accordance with Regulation 13 of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, shall be placed for inspection by the members at the 17th Annual General Meeting of the Company.

9. Details of Board of Directors and Key Managerial Personnel

Changes in the composition of Board of Directors and other Key Managerial Personnel: During the year under review, there was no
change in the Board of Directors.

Pursuant to Section 152(6) of the Companies Act, 2013 and Rules made thereunder, Mr. Gaurav Munjal (DIN: 02363421), Managing Director
of the Company, liable to retire by rotation, offered himself for re-appointment, has been proposed for re-appointment as Director and the
same has been approved by the members of the Company in its 16th Annual General Meeting held on September 26, 2025.

Retirement by Rotation: In terms of Section 152 of the Companies Act, 2013, Ms. Aayara Shaheer (DIN: 08798525) would retire by rotation
at the forthcoming Annual General Meeting (AGM) and being eligible offers herself for re-appointment. The brief profile of Ms. Aayara
Shaheer (DIN: 08798525) is provided in the notes of the Notice of 17th AGM.

During the financial year 2025-26, resignation of Ms. Madhumita Pramanik, Company Secretary and Compliance Officer of the Company,
was noted w.e.f July 18, 2025. The Board also approved the appointment of Ms. Megha Rastogi as the new Company Secretary and
Compliance Officer with effect from August 6, 2025.

As on 31st March 2026, Mr. Gaurav Munjal, Managing Director, Mr. Abhishek Jha, Chief Financial Officer and Ms. Megha Rastogi, Company
Secretary & Compliance Officer were the Key Managerial Personnel of the Company.

Further, subsequent to the end of the financial year, pursuant to the approval of the Board of Directors at its meeting held on July 23, 2026,
the resignation of Ms. Megha Rastogi, Company Secretary and Compliance Officer of the Company, was noted w.e.f July 23, 2026. The
Board also approved the appointment of Ms. Aastha Talwar as the new Company Secretary and Compliance Officer with effect from July 23,
2026.

10. Statement on Declaration Given by Independent Directors of the Company under Section
149(6) of the Companies Act, 2013

All the Independent Directors have given a declaration of independence as per the criteria under Section 149(6) of the Companies Act, 2013
('the Act’) and Regulation 16(l)(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 (‘SEBI LODR
Regulations’). Based on the necessary declaration(s) received from both the Independent Directors, the Board recorded that the
Independent Directors are independent of the management and have fulfilled the conditions as specified in the Act and SEBI LODR Regula¬
tions.

In the opinion of the Board, both the Independent Directors possess integrity, expertise, experience and proficiency required to be
Independent Director of the Company, fulfil the criteria of independence and are independent of the management. The Independent
Directors have complied with the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013, and
Code of Conduct for BoD and Senior Management Team as formulated by the Company. The Independent Directors are registered and their
names are included in the databank of Indian Institute of Corporate Affairs and they will take the online proficiency self-assessment test
within the specified timelines of the Institute.

The Independent Directors are provided with necessary documents / information and reports to enable them to familiarise with the
Company’s procedures and practices. Periodic presentations are made at the Board and Committee meetings on business and performance
updates of the Company, business strategy and risk involved.

Board Familiarisation and Induction Programme Details of familiarisation programmes for the Independent Directors are available on the
website of the Company and can be accessed at https://investors.infollion.com/policies

11. Number of Meetings of Board of Directors

The Board of Directors have duly met five (5) times during the year. The intervening gap between two consecutive board meetings was
within the prescribed period under the provisions of Section 173 of the Act. The details of meetings are:

S. No.

Date of Meeting

Total no. of Directors

No. of Directors present

1

22-04-2025

5

5

2

06-08-2025

5

5

3

28-08-2025

5

4

4

14-10-2025

5

5

5

09-02-2026

5

4

All the Directors of the Company were present in all the meeting except Mr. Ravi Kumar and Mr. Gaurav Munjal who were granted Leave of
absence for the Board Meeting held on August 28, 2025 and February 9, 2026 respectively.

12. Details of Board Committees

Your Company has various Board Committees in place. Further the Corporate Social Responsibility Committee has been constituted in
compliance with the applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions
of the Companies Act, 2013.

Audit Committee ('AC')

The Committee consists of three (3) members i.e., Mr. Ravi Kumar (DIN: 00854635) as the Chairperson, Mr. Piyush Peshwani (DIN:
07192106) & Mr. Gaurav Munjal (DIN: 02363421) as Members of the Committee. The Committee duly met four (4) times during the year
under review i.e., on April 22, 2025, August 6, 2025, August 28, 2025 and October 14, 2025.

The details of meetings are:

S. No.

Date of Meeting

Total no. of Members

No. of Members present

1

22-04-2025

3

3

2

06-08-2025

3

3

3

28-08-2025

3

3

4

14-10-2025

3

3

Nomination & Remuneration Committee ('NRC')

The Committee consists of four (4) members i.e., Mr. Ravi Kumar (DIN: 00854635) as the Chairperson, Mr. Piyush Peshwani (DIN:
07192106), Mr. Munish Bansal (DIN: 01442703) & Ms. Aayara Shaheer (DIN: 08798525) as Members of the Committee. The Committee duly
met thrice (3) times during the year under review i.e., on April 22, 2025, August 6, 2025 and February 9, 2026.

The details of meetings are:

S. No.

Date of Meeting

Total no. of Directors

No. of Directors present

1

22-04-2025

4

4

2

06-08-2025

4

3*

3

09-02-2026

4

4

Stakeholders Relationship Committee ('SRC')

Committee consists of four (4) members i.e., Mr. Ravi Kumar (DIN: 00854635) as the Chairperson, Mr. Piyush Peshwani (DIN: 07192106), Mr.
Munish Bansal (DIN: 01442703) & Ms. Aayara Shaheer (DIN: 08798525) as Members of the Committee. The Committee duly met once
during the year under review i.e., on March 13, 2026.

The details of meetings are:

S. No.

Date of Meeting

Total no. of Directors

No. of Directors present

1

13-03-2026

4

4

Corporate Social Responsibility ('CSR')

The Committee consists of three (3) members i.e., Mr. Piyush Peshwani (DIN: 07192106) as the Chairperson, Mr. Gaurav Munjal (DIN:
02363421) & Ms. Aayara Shaheer (DIN: 08798525) as Members of the Committee. The Committee duly met once during the year under
review i.e., on April 22, 2025.

The details of meetings are:

S. No.

Date of Meeting

Total no. of Directors

No. of Directors present

1

22-04-2025

3

3

Meeting of Independent Directors

All the Independent Directors of the Company met once during the year under review without the presence of any Non-Independent
Directors of the Company on March 13, 2026, to discuss and evaluate the matters as prescribed under the Act and rules made thereunder
and other applicable regulations.

All the recommendations made by the Committees of the Board were accepted by the Board of Directors of the Company.

13. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended from time to time, your Company has undertaken CSR activities in line with its approved CSR Policy.

The impact of some of the flagship CSR initiatives your Company invested in FY26 is shown below:

SI. No.

CSR Project / Activity

Location (City/
State)

Mode of

Implementation
(Direct / Through
Agency)

Implementing
Agency Name (if
any)

Amount Spent
(5)

1

Skill Development Program

Gurugram, Flaryana

Direct

NA

7,39,124

2

Indoor Gym Equipment and Out¬
door Calisthenics Facility atTau Devi
Lai Stadium

Gurugram, Flaryana

Direct

NA

7,48,415

3

The Plantation Drive

Bawal and Guru-
gram, Flaryana

Direct

NA

2,11,971

Total

16,99,510

For the financial year ended March 31, 2026, the gross amount required to be spent by the Company towards CSR activities was ^16.84
lakhs. The Company has spent ^17.00 lakhs during the year, thereby exceeding its prescribed CSR obligation.

The CSR funds during the year were primarily allocated towards the following focus areas:

Promoting education and employment-enhancing vocational skills
Safeguarding environmental sustainability

• Promote rural sports, nationally recognized sports, Paralympic sports and Olympics sports

These initiatives are in alignment with the Company’s commitment to contribute meaningfully to the society and environment.

The details of the CSR activities undertaken, along with the prescribed format as per the Companies (CSR Policy) Rules, 2014, are annexed
asAnnexure III to this Report.

CSR Policy

The Corporate Social Responsibility Committee had formulated and recommended to the Board, a Corporate Social Responsibility Policy
(CSR Policy) which was subsequently adopted by it and is being implemented by the Company.

The CSR Policy including a brief overview of the projects or programs undertaken by the Company can be accessed in the Governance
section of the website, the link of the same is https://investors.infollion.com/policies

CSR Committee

Further, the Board at its Meeting held on 14th October, 2024, constituted the CSR Committee by inducting Mr. Piyush Peshwani, Independ¬
ent Director as the Chairperson and appointing Mr. Gaurav Munjal and Ms. Aayara Shaheer as Members of the Committee.

During the year under review, your Company spent Rs. 17.00 Lakhs on CSR activities. The amount equal to 2% of the average net profit for
the past three financial years required to be spent on CSR activities was Rs. 16.84 Lakhs.

The detailed Annual Report on the CSR activities undertaken by your Company in the FY26 is annexed herewith and marked as Annexure III.

14. Manner of Formal Annual Evaluation by the Board of its Own Performance, its Committees
and Individual Directors

The Board of Directors conducts an annual formal evaluation of its own performance, as well as that of its Committees and individual
directors using a comprehensive evaluation framework. This framework includes self-assessment by directors, peer review, committee
performance review, and overall board performance review. The evaluation covers various aspects of the Board’s and committees’
functioning, as well as individual contributions.

The process is conducted through questionnaires, and the responses are compiled and analysed to identify strengths, areas for
improvement, and action plans. The performance of the Board and its committees is assessed based on factors such as composition,
structure, attendance, process effectiveness, information flow, and skills. Individual directors are evaluated based on attendance, time
commitment, adherence to the code of conduct, fulfilment of their duties, and contributions to committee and board meetings.

Additionally, the performance of Non-Independent Directors, the Chairperson, and the Board as a whole is evaluated by Independent
Directors in a separate meeting, considering feedback received from all directors. The performance evaluation of individual directors,
conducted without the presence of the director being evaluated, is reviewed and discussed by the Board, taking into account the feedback
from the Nomination & Remuneration Committee and Independent Directors.

The board evaluation for the year has provided valuable insights into the strengths and areas for improvement. Building on the
observations from the previous year and the actions taken, the proposed actions for the current year aim to enhance the board’s
effectiveness, composition, and strategic oversight. These steps will ensure that the board continues to provide strong governance and
guidance to the company.

15. Auditors of the Company

I. Statutory Auditors: In accordance with the applicable provisions of Section 139 & 141 of the Companies Act, 2013, and Rules made
thereunder, the Company appointed M/s PRANV N Associates, Chartered Accountants (Firm Registration No. 037916N), as the new
Statutory Auditors of the Company for a term of five consecutive years, on approval of the shareholders at the 16th AGM held on 26th
September 2025.

II. Secretarial Auditors: In accordance with the applicable provisions of Section 204 of the Companies Act, 2013, and Rules made
thereunder, the Company appointed Mr. Abhay Kumar, Company Secretary in Practice (CP No. 22630) as a Secretarial Auditor of the
Company to conduct the Secretarial Audit for the Financial Year 2025-26.

III. Internal Auditors: Pursuant to Section 138 of the Companies Act, 2013, and Rules made thereunder, M/s. V P S & Co., Chartered
Accountants, has been appointed as Internal Auditors of the Company during the year under review.

IV. Cost Auditors: The provisions for the appointment of Cost Auditor was not applicable for the financial year 2025-26 and accordingly no
such appointments were made during the year.

16. Explanations or Comments Made by the Board on Every Qualification, Reservation or Adverse
Remarks or Disclaimer Made by the Auditors

The report of the statutory auditors forming part of the Annual Report does not contain any qualification, reservation, or adverse remark.

The Secretarial Audit Report issued in Form MR-3 (annexed to this Report as Annexure I) by Mr. Abhay Kumar, Company Secretary in
Practice (CP No. 22630), in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2026, forming part of
Board’s Report as annexure does not contain any qualification, reservation or adverse remark.

The observations made in the Statutory Auditor’s Report and Secretarial Auditor’s Report are self-explanatory and therefore do not call for
any further comments.

17. Disclosure on Maintenance of Cost Records

The maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable
to the Company and accordingly no such records were required to be maintained by the Company.

18. Vigil Mechanism Policy

Your Company has established a Whistle Blower mechanism for the directors and employees to report genuine concerns about unethical
behaviour of any employee or any actual possible violations or an event of misconduct, fraud or act not in the Company’s interest. The
mechanism provides direct access to the Chairperson of the Audit Committee. The functioning of the mechanism is reviewed by the Audit
Committee.

There has been no change in the Policy of the Company. The Policy framed by your Company is in compliance with the applicable provisions
to the Company and is available on the website of the Company. The Policy can be accessed at https://investors.infollion.com/policies.

During the year under review, there were no complaints reported under this mechanism.

19. Policy on Directors' Appointment, Remuneration and Other Details

Your Company has adopted the Nomination & Remuneration Policy which serves as a charter to appoint qualified persons who may be
appointed as Directors on the Board of Directors, Key Managerial Personnel & Senior Management Team and to recommend the

remuneration to be paid to them and evaluate their performance. During the year under review, there has been no change in the policy.
The Policy on Nomination & Remuneration is posted on the website of the Company and can be accessed at https://investors.infollion.com/
policies.

20. Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial
Statements

Following is the overview of our internal controls as they pertain to the preparation and integrity of our financial statements:

1. Ensuring Accuracy and Reliability: Our internal controls are meticulously designed to ensure the accuracy and reliability of our
financial statements. This involves rigorous checks and balances at every stage of the financial reporting process, from data entry to
final review.

2. Compliance with Standards: We adhere strictly to all relevant accounting standards and regulatory requirements. Our internal controls
are aligned with these standards to ensure that our financial statements are prepared in accordance with Accounting Standards issued
by ICAI and notified under section 133 of Companies Act, 2013.

3. Segregation of Duties: A key component of our internal controls is the segregation of duties. By dividing responsibilities among
different individuals, we minimize the risk of errors and fraud. This segregation ensures that no single individual has control over all
aspects of any significant financial transaction.

4. Regular Audits and Reviews: We conduct regular internal and external audits to assess the effectiveness of our internal controls. These
audits provide an independent evaluation of our financial reporting processes and help identify areas for improvement. The findings
from these audits are used to enhance our control environment continuously.

5. Technology and Automation: We leverage advanced technology to automate many aspects of our financial reporting process. This
automation reduces the risk of human error and enhances the efficiency and accuracy of our financial statements. Our systems are
equipped with real-time monitoring and reporting capabilities to detect and address any discrepancies promptly.

6. Training and Development: We invest in ongoing training and development for our finance team to ensure they are well-versed in the
latest accounting standards and internal control practices. This continuous education helps maintain a high level of competence and
vigilance in our financial reporting processes.

7. Transparency and Accountability: Transparency and accountability are the cornerstones of our internal control framework. We
maintain comprehensive documentation of all financial transactions and ensure that there is a clear audit trail. This transparency
facilitates external audits and reinforces internal accountability.

In conclusion, our internal controls related to financial statements are designed to provide reasonable assurance that our financial reporting
is accurate, reliable, and compliant with all applicable standards. We remain committed to maintaining the highest standards of financial
integrity and continuously improving our control environment to support our strategic objectives.

21. Statement Indicating the Development and Implementation of Risk Management Policy for
the Company Including Identification Therein of Elements of Risk, If Any, Which in the Opinion of
the Board May Threaten the Existence of the Company

The Company has a Risk Management Policy in place to identify and assess the risk areas, monitor and report compliance and effectiveness
of the policy and procedure. The Policy defines the management approach at various levels including reporting which helps in identifying
industry risk trends, exposure and potential impact on the business. The Audit Committee provides oversight on financial risks and controls.

The Policy is available on the website of the Company and can be accessed at https://investors.infollion.com/policies.

22. Material Changes and Commitments, If Any, Affecting the Financial Position of the Company
Which Have Occurred Between the End of Financial Year of the Company to Which the Financial
Statements Relate and the Date of the Report

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

23. Details of Significant and Material Orders Passed by the Regulators, Courts and Tribunals

No significant and material order has been passed by the Regulators or Courts or Tribunals impacting the going concern status and
Company’s operations in future.

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

a. Conservation of Energy

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

• the steps taken by the Company for utilisation of alternate sources of energy: the operations of the Company are not energy intensive.

• the capital investment on energy conservation equipment: Nil

b. Technology Absorption

• the efforts made towards technology absorption: None

• the benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable

• in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): the details of
technology imported: None; the year of import: Not applicable; whether technology has been fully absorbed: Not applicable; if not fully
absorbed, areas where absorption has not taken place, and the reasons thereof: Not applicable

• the expenditure incurred on Research and Development: Nil

c. Foreign Exchange Earnings and Outgo

Particulars

Amount (? Lakh)

Earned in terms of actual inflows during the year

654.74

Outgo in terms of actual outflows during the year

1,900.41

Foreign currency exposure that has not been hedged by the Derivative Instruments

Nil

Foreign Currency Receivables

124.09

Foreign Currency Payable

69.30

25. Details of Application Made or Proceedings Pending under the Insolvency and Bankruptcy
Code, 2016, During the Year Along with Their Status as at the End of the Financial Year

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

26. Details of Difference Between Valuation Report on One Time Settlement and Valuation While
Availing Loans from Banks and Financial Institutions

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

27. Particulars of Loans, Guarantees or Investments under Section 186 Made by the Company

Your company has not given any Loan, guarantees or made any investment covered under section 186.

28. Particulars of Contracts or Arrangements with Related Parties Referred to in Section 188(l) of
the Companies Act, 2013

During the year under review, the Company has not entered into any material related party transactions. All the transactions entered into
by the Company with the related parties during the financial year were on arm’s length basis and were in ordinary course of business. All
the related party transactions entered into were approved by the Audit Committee from time to time and are disclosed in the notes of
financial statements forming part of this Annual Report. Prior omnibus approval of the independent directors who were members of the
audit committee had been obtained for transactions which were foreseeable and of a repetitive nature. Moreover, none of the transactions
were material in nature, and therefore, members’ approval was not required to be obtained, in accordance with the Policy of the company
on the materiality of related party transactions. Thus, provisions of Sections 134(3)(h) and 188(1) of the Companies Act 2013 and Rule 8(2)
of the Companies (Accounts) Rules 2014 are not applicable to the Company and therefore, Form No. AOC-2 has not been attached.

29. Particulars of Employees, Directors and Key Managerial Personnel

The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is as under:

a. the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year
2025-26:

Name

Designation

Ratio

Gaurav Munjal

Managing Director

22:1

Aayara Shaheer

Non-Executive Director

NA

Munish Bansal

Non-Executive Director

NA

Piyush Peshwani

Independent Director

NA

Ravi Kumar

Independent Director

NA

Note: Non-Executive Directors & Independent Directors were paid only sitting fees for attending board meetings during the year. The above ratio calculation is based on
the on-roll employees of the Company.

b. the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager,
if any, in the financial year 2025-26 are as under:

Name

Designation

Percentage increase in
remuneration in the
financial year

Gaurav Munjal

Managing Director

15.69%

Aayara Shaheer

Non-Executive Director

NA

Munish Bansal

Non-Executive Director

NA

Piyush Peshwani

Independent Director

NA

Ravi Kumar

Independent Director

NA

Abhishek Jha

Chief Financial Officer

24.83%

Megha Rastogi

Company Secretary & Compliance Officer

NA

Madhumita Pramanik

Company Secretary & Compliance Officer

14.33%

Note: The percentage increase in remuneration is provided only for those Directors who have drawn remuneration from the Company. The Independent Directors and
Non-Executive Directors receive sitting fees for attending the Board Meetings, therefore, the required details are not applicable.

c. Number of employees on the rolls of the Company as on 31st March, 2026: 271 employees

d. It is hereby affirmed that the remuneration paid is as per the remuneration policy of the Company.

e. The percentage increase in the median remuneration of employees for the financial year 2025-26 is-1%.

f. The average increase in the salaries of employees for the FY 2025-26 is 14.74% and in managerial remuneration for the FY 2025-26 is
15.69%. The increase in remuneration has been considered on various factors i.e., overall performance of the Company, inflation, individual
performance & contribution, industry comparatives, availability of the required resource, etc.

g. In accordance with the provisions of Section 136(1) of the Act, the Annual Report is being sent to the members of the Company excluding
the statement containing particulars of employees as required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining a copy of the said statement
may write to the Company Secretary at secretarial@infollion.com.

Further, pursuant to Section 197(14) of the Act, it is confirmed that none of the managerial personnel of the Company, including the
Managing Director receive any commission from the Company. It is also confirmed that none of the employees listed in the said Annexure
are related to any Director of the Company.

30. Details in Respect of Frauds Reported by the Auditors under Section 143(12; Other Than Those
Which Are Reportable to the Central Government

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

31. Transfer of Unclaimed/Unpaid Amount to Investors Education and Protection Fund (lEPF)

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

32. Management Discussion and Analysis Report

The Management Discussion and Analysis Report forms part of this Board’s Report and is enclosed as Annexure - II.

33. Corporate Governance Report

The equity shares of the Company are listed on SME Platform of NSE i.e., on EMERGE Platform, therefore corporate governance provisions
as specified in Regulation 17 to 27 except Regulation 23 are not applicable to the Company, accordingly no reporting is required to be made
under this section.

34. Disclosure under the Prevention of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company considers harassment in the workplace to be a totally unacceptable form and has zero tolerance of its occurrence. The
Company has a Policy on Prevention of Sexual Harassment at Workplace in accordance with requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013 and the Rules thereunder (the 'PoSH Act’). Further, the Company is
also in compliance with the provisions relating to the constitution of Internal Committee under the PoSH Act to consider and redress
complaints regarding the sexual harassment at workplace.

The Policy is available on the website of the Company and can be accessed at https://investors.infollion.com/policies
The following is the summary of sexual harassment complaints received and disposed of during the year:

S. No.

Particulars

Status

1

No. of complaints received during the year

Nil

2

No. of complaints disposed of during the year

Nil

3

No. of cases pending for more than 90 days

Nil

4

No. of workshops or awareness programme against sexual harassment carried
out

The Company has conducted #1 (one) training and
awareness programmes for its employees.

5

Nature of action taken by the employer or district officer

Not applicable

35. Statement on Compliance with the Maternity Benefit Act, 1961 / Code on Social Security, 2020

Your Company affirms its full compliance with the provisions of the Maternity Benefit Act, 1961 / Code on Social Security, 2020, as amended
from time to time. We are committed to providing a safe, inclusive, and supportive work environment for all employees, including
expectant and new mothers.

During the financial year 2025-26, the Company ensured the following in accordance with the Act:

• Provision of maternity leave benefits to eligible women employees, including paid leave of up to 26 weeks.

• Compliance with provisions relating to work-from-home options, as applicable.

• Maintenance of prescribed records and registers as required under the Act.

• No instances of non-compliance or violations of the Act were reported during the period under review.

Awareness of maternity benefits was communicated to all employees through internal communication channels and employee hand¬
books.

Your Company continues to uphold and promote gender equality and workplace inclusivity through proactive adherence to statutory
obligations and best practices.

36. Workforce Composition and Gender Diversity

As of March 31, 2026 your Company employed a total of 271 employees. Our workforce is comprised of individuals with diverse
backgrounds, experiences, and perspectives, which we believe are key to driving innovation and sustainable growth.

We are committed to fostering an inclusive and equitable workplace, with a particular focus on gender diversity across all levels of the
organization. The gender distribution of our workforce is as follows:

• No of Female employees — 156

• No of Male employees — 115

• Transgender employees — 0

We continue to implement policies and initiatives aimed at promoting gender balance, such as flexible working arrangements, unconscious
bias training, leadership development programs for women, and gender pay equity reviews.

We recognize that achieving gender parity requires continuous effort and accountability, and we are committed to transparent reporting on
our progress each year.

37. Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended 31st March 2026, the applicable accounting standards had been followed

along with proper explanation relating to material departures, if any;

b) had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and

prudent so as to give a true and fair view of the state of affairs of the Company as of 31st March 2026, and of the profit of the Company
for the year ended as on that date;

c) had taken proper and sufficient care for the maintenance of adequate records by the provisions of the Act for safeguarding the assets of

the Company and for preventing and detecting frauds and irregularities;

d) had prepared the annual accounts on a going concern basis;

e) had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were

operating effectively;

f) had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and

operating effectively.

Acknowledgements

Your directors wish to place on record their sincere appreciation for the valuable support received by your Company from Banks, Govt, of
Flaryana, Central Government and other stakeholders of the Company. The Board extends thanks to the employees at all levels for their
dedication, commitment and hard work put in by them for the Company’s achievements. Your directors also gratefully acknowledge the
shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Date: 25 August 2026 Infollion Research Services Limited

Place: Gurugram

Sd/- Sd/-

Gaurav Munjal Aayara Shaheer

Managing Director Director

DIN:02363421 DIN:08798525


 
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