Southern Infoconsultants Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors is pleased to present the 31^st Annual Report together with the audited standalone and
consolidated financial statements of the Company for the financial year ended 31^st March 2025.

1. FINANCIAL RESULTS SUMMARY

The summarized financial performance for the year ended 31^st March, 2025 and corresponding previous year
ended 31^st March, 2024 are as follows:

(Amounts in Lakhs)

Particulars	Year ended 31st March	Year ended 31st March
	2024	2025
Revenue from Operations	1855.66	1304.97
Other Income	21.75	28.59
EBITDA	1877.41	1333.56
Depreciation and amortization expenses	7.61	11.83
Finance cost	0.03	0.03
Profit before tax	30.13	45.61
Less: Tax expenses (Inc deferred taxes)	6.75	13.35
Earlier year tax adjustment		18.55
Profit for the year (PAT)	23.38	27.06

2. FINANCIAL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

The Company is engaged in the business of providing IT services. During the year under review, your
Company has earned total revenue of Rs.13,33,55,436.80/- as compared to total revenue of
Rs.18,77,40,560.97/- in the preceding financial year. The profit before taxes of the company increased to 45
lakhs as compared to 30 lakhs in corresponding year, registering a substantial jump.

On consolidated basis, total Net profits earned by your company is 26.46 lakhs as compared to total net Profit
of Rs 27.55 lakhs in last financial year. Directors of your company have been vigorously working to improve
the company’s working and expand it both in organic and inorganic mode.

3. WEB LINK OF ANNUAL RETURN

The Company is having website i.e., www.southeminfoconsulatants.com and annual return of Company has
been published on such website. Link of the same is given below

“https://southerninfoconsultants.com/annual-report”

4. DIVIDEND

In view of the increased requirement of funds for the future business growth, the entire profits are retained for
the operations and working of the company. Therefore, Board does not recommend any dividend for the
financial year ended 31^st March, 2025.

5. DETAILS IN RESPECT OF FRAUD: Section 134(3)(ca) of Companies Act, 2013

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds
committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013

6. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of Business during the financial year

7. SHARE CAPITAL

The paid-up equity share capital as on 31^st March, 2025 is Rs 5,02,00,000/-. During the year under review there
is no change in the paid up, issued, or subscribed share capital of the company. Further the company has
neither issued any other class of share such as shares with Differential Rights nor granted any stock options etc.
during the year.

Equity Shares of your Company are listed presently at BSE Limited (BSE)

8. TRANSFER TO RESERVES

For the Financial Year under review your directors recommend the transfer of entire net profit of Rs. 27.06
lakhs to the reserve and surplus.

9. DIVIDEND DISTRIBUTION POLICY (TOP 500)

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations (Second Amendment)
Regulations, 2016, is not applicable on your company during the year under review.

10. DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of
section 73 of The Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule 2014 during
the year. There is no unclaimed or unpaid deposit lying with the Company.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report (MD&A)’ for the year under review, as stipulated under
Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is annexed as part of this report at Annexure- I

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSON

• DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the
Company, Mr. Siddharth Sharma, whole time director of the Company retires by rotation and being
eligible, offers himself for re-appointment in the Annual General Meeting.

Brief resume of Mr. Siddharth Sharma, nature of his expertise in functional areas and the name of the
companies in which he holds Directorship and the Chairmanship/Membership of the Committees of the
Board, as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015,
the Companies Act, 2013 and applicable Secretarial Standards are given in the notice convening the
Annual General Meeting.

Mrs Shivani Sharma, Additional Non-executive Non-independent director of the Company, offers
herself for appointment in the Annual General Meeting.

Brief resume of Mrs. Shivani Sharma, nature of her expertise in marketing areas and the name of the
companies in which she holds Directorship and the Chairmanship/Membership of the Committees of the
Board, as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015,
the Companies Act, 2013 and applicable Secretarial Standards are given in the notice convening the
Annual General Meeting.

Mrs Anju uppal and Mrs Vijaya Raje Singh, are proposed to be appointed as independent directors of
the company.

Brief resume of Mrs Anju uppal and Mrs Vijaya Raje Singh, nature of her expertise and the name of the
companies in which she holds Directorship and the Chairmanship/Membership of the Committees of the
Board, as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015,
the Companies Act, 2013 and applicable Secretarial Standards are given in the notice convening the
Annual General Meeting.

The enabling resolution for approval is appearing in the Notice calling 31^st Annual General Meeting of
the company.

• DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the effect that they meet the criteria of independence
as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing
obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent
Directors fulfill the conditions specified in the Act, Rules made there under and Listing Regulations.

• BOARD EVALUATION

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations
2015, the Board of Directors has carried out an annual evaluation of its own performance, Board
Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors, performance of
the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was
evaluated, taking into account the views of other directors. Performance evaluation of independent directors
was done by the entire Board, excluding the independent directors being evaluated.

• BOARD AND COMMITTEE MEETINGS

During the year under review 8(eight) Board Meetings and 04 (Four) Audit Committee Meetings were
convened and held apart from other Committees’ meetings of the Company. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.

		Attendance
Date of meeting (DD/MM/YYYY)	Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
13 Apr 2024	5	5	100
29 May 2024	5	5	100
05 Jul 2024	5	5	100
06 Aug 2024	5	5	100
02 Sep 2024	5	5	100
14 Nov 2024	5	5	100
06 Feb 2025	5	5	100
25 Mar 2025	5	5	100

• COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has the following 3 (Three) Committees viz: Audit Committee,
Nomination and Remuneration Committee and Stakeholder Relationship Committee. But due to sudden
demise of Mr. Rakesh Mohan Sharma, ceased to be the member of the committee. The board recommended
Mrs Deepali Sharma, to be the member in place of Mr Rakesh Mohan Sharma.

1. AUDIT COMMITTEE

Presently, the Audit Committee comprises of Three Member Directors viz.

1. Mr. Dharmendra Singh, Independent Director, (Chairman)

2. Mr. Rajiv Mishra, Independent Director, (Member)

3. Mrs. Deepali Sharma, Non-Executive Director, (Member)

The Committee met four times during the year and not more than four months elapsed between two
meetings.

All recommendations made by the Audit Committee were accepted by the Board during the year
2024-2025.

2. NOMINATION AND REMUNRATION COMMITTEE

The Company had constituted a Nomination and Remuneration Committee comprising of three Member
Directors viz.

1. Mr. Dharmendra Singh, Independent Director (Chairman)

2. Mr. Rajiv Mishra Independent Director (Member)

3. Mrs. Deepali Sharma, Non-Executive Director (Member)

All are non-executive directors and more than half are independent. Chairman of the committee is an
independent director.

The Committee met once (01) during the year, which was attended by all the members of the committee
and discussed the remuneration policy

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

Presently the Stakeholders’ Relationship Committee consists of

1. Mr. Rajiv Mishra, Independent Director, (Chairman)

2. Mr. Dharmendra Singh, Independent Director. (Member)

3. Mr. Mrs. Deepali Sharma, Non-Executive Director (Member)

The Committee, inter-alia, approves issue of duplicate certificates, oversees and reviews all matters
connected with the securities transfers. The Committee also looks into Redressal of shareholders’/investors’
complaints. The Committee oversees the performance of the Registrar and Share Transfer Agent and
recommends measures for overall improvement in the quality of investor services. The Company Secretary
acts as the Secretary to the Committees. In order to expedite the process of share transfers, the Board of
Directors have nominated a committee, who normally attends to the transfer and other related matters
within a period of 10 days. The Committee of Officers operates subject to overall supervision and
directions of Stakeholders’ Relationship Committee.

The Committee met once (01) during the year, which was attended by all the members of the committee

Company Secretary cum Compliance Officer acts as Secretary to the Committee. The company is
registered on SCORES (SEBI Complaints Redress System). Details of Complaints received and addressed
during the year are given below:

Particulars	No. of Complaints
Total Compliant Received	NIL
Total Compliant Replied	NIL
Total Compliant Pending	NIL

• POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to the provisions of section 134(3)(e) and Section 178(3) of the Companies Act, 2013 and the
SEBI Listing Regulations, the policy of the Company on Directors’ appointment and remuneration,
including the criteria for determining qualification, positive attributes, independence of directors and
other matters is governed by the Nomination and Remuneration Committee.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’
Responsibility Statement, your Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed
and no material departure was made for the same. The financial statements of the Company for the
financial year ended March 31, 2025, have been prepared in accordance with Ind AS as prescribed under
Section 133 of the Companies Act, 2013 (the “Act”), read with the relevant rules made thereunder and
other accounting principles generally accepted in India;

b) That Directors 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 profit of the Company for the period ended on March
31, 2025;

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

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and

were operating effectively;

f) Those proper systems had been devised to ensure compliance with the provisions of all applicable laws
and were adequate and operating effectively.

12. COMPLIANCE WITH SECRETRIAL STANDARS ON BOARD AND ANNUAL GENERAL
MEETING

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

13. ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed herewith as
Annexure -II

14. RELATED PARTY TRANSACTION

All Related Party Transactions that were entered into during the financial year ended on March 31, 2025 were
on an arm’s length basis and in the ordinary course of business under Section 188(1) of the Act and the Listing
Regulations.

Details of the transactions with Related Parties are provided in the accompanying financial statements in
compliance with the provision of Section 134(3)(h) of the Act.

During the year, the company has entered into the contracts / arrangements with the Related Parties pursuant to
Section 188 (1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
Disclosures as required under form AOC-2 are annexed herewith as Annexure - III

15. PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND
SECURITIES PROVIDED.

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments and
securities provided under Section 186 of the Companies Act, 2013 along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are provided in the accompanying financial
statements.

16. CORPORATE SOCIAL RESPONSIBILITY

The provision of section 135 of the Companies Act, 2013 is not applicable on your company during the under
review.

17. PARTICULARS OF HOLDINGS, SUBSIDIARY AND ASSOCIATES COMPANIES

The Board reviews the affairs of the Company’s Associates at regular intervals. In a ccordance with section
129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the
Company which form part of this Annual Report. Further, a statement containing salient features of the
Financial Statement of the Company’s associate is given in prescribed form AOC- 1 and is annexed as part of
this report as Annexure - IV.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3) (m) of the Companies Act,2013 read with Rule 8 of The Companies (Accounts)
Rules,2014, is annexed as part of this report as Annexure- V.

19. STATUTORY AUDITORS AND REPORTS

On conclusion of the 31^st Annual General Meeting M/s V. Sahai Tripathi & Co. Chartered Accountants will
ceased to be the statutory auditors of the company.

M/s Mukesh Agrawal & Co., Chartered accountants are appointed as the Statutory Auditors of the Company
for a term of 5 (five) years i.e. from the conclusion of this Annual General Meeting till the conclusion of 36^th
Annual General Meeting of the Company to be held in the calendar year 2031. There is no change envisaged in
their position. The requirement of seeking ratification of appointment of statutory auditors at every annual
general meeting is no more required pursuant of amendments brought by the Companies Amendment Act,
2017.

All observations made in the Audit Report on Financial Statements are self-explanatory and do not call for any
further comments under section 134 of the Companies Act, 2013

20. SECRETARIAL AUDITORS AND REPORT

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nitin Bhatia & co, Company Secretaries,
as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended
March 31, 2025. The report of the Secretarial Auditor is annexed to this report as ‘Annexure VI. The contents
of the Secretarial Audit Report are self-explanatory and do not contain any qualification, reservation,
disclaimer or adverse remark.

Further, in terms of Regulation 24A of Listing Regulations, every listed company has been mandated to
appoint Secretarial Auditor for a fixed term of five years, with the approval of the members in the Annual
General Meeting. Accordingly, the Board of Directors at their meeting held on May 29, 2025 have approved
and recommended the appointment of M/s. Umesh Ved & Associates, Company Secretaries as Secretarial
Auditors of the Company for a term of five consecutive years commencing from the Financial Year 2025-26
till the Financial Year 2029-30, subject to the approval of the members at the ensuing Annual General Meeting
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

21. COST AUDITOR

Section 148 of the Companies Act is not Applicable to the Company. Hence company is not required to
appoint a cost auditor.

22. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company’s policies, the safeguarding of its assets, the preven tion and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.

23. CORPORATE GOVERNANCE

Since the paid up capital of the company is less than Rs.10 Crores and the net worth of the Company is less
than Rs.25 Crores, the relevant provisions of Regulations 17, 18, 19,20,21,22,23,24,25,26,27, and clauses (b)
to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, are not applicable to the
Company, hence corporate governance report is not enclosed to Directors Report.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
2024-25 AND THE DATE OF THIS REPORT

There has been no material change and commitments occurred, between the end of the financial year of the
Company i.e. 31st March, 2025 and the date of this report affecting financial position of the Company

25. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act,2013 (‘Act’) and Rules made there-under the company has zero tolerance for sexual harassment
in workplace. During the year, the Company has not received any complaint of sexual harassment.

There was no case field during the year under the Sexual Harassment of women at workplace under the
Workplace (Prevention, Prohibition & Redressal) Act,2013. Further, company ensures that there is a healthy
and safe atmosphere for women employees at workplace and made the necessary policy for staff and secure
environment for women employee.

• No. of complaints received: NIL • No. of complaints disposed off: NIL

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly,
Vigil Mechanism/Whistle Blower Policy was formulated which provides a robust framework for dealing with
genuine concerns & grievances. The Policy provides for adequate safeguard against victimization of employees
who avail the mechanism and also provides direct access to the Chairperson of the Audit Committee.
Specifically, employee can raise concerns regarding any discrimination, harassment, victimization, any other
unfair practice being adopted against them or any instances of fraud by or against your Company. The same
has also been displayed on the website of the Company.

27. RISK MANAGEMENT

The Company has laid down the procedures to inform Board Members about risk assessment and mitigation
procedures. The Board of Directors of the Company has framed risk management policy and created
appropriate structures with proper delegation of duties and responsibilities of employee at each level on
enterprise basis for compliance''s thereof which are periodically reviewed by the management, internal auditors,
statutory auditors and the Audit Committee.

28. LISTING OF EQUITY SHARES

Your company’s shares are listed with the BSE Limited. The listing fee has been duly paid for the financial
year 2025-2026.

29. REMUNERATION TO DIRECTOR AND KEY MANAGERIAL PERSONS.

In terms of the provisions of Section 197(12) of the Act readwith Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of remuneration of each
Director to the median employee’s remuneration and other details in terms of Section 197(12) of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

Sr. No.	Information Required	Input
1.	The ratio of the remuneration of each director to the median remuneration *These ratios are calculated on the basis of median salary of Rs. 6.00 lakh	Mr. Siddharth Sharma: 1.3:1
2.	The percentage increase in remuneration of each Director, chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.	WTD- 18.75% Company Secretary-0%
3	The percentage increase in the median remuneration of employees in the financial year	Nil
4.	The number of permanent employees on the rolls of company	8
5.	Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out, if there are any exceptional circumstances for increase in the managerial remuneration.	NA
6.	Affirmation that the remuneration is as per the remuneration policy of the Company	Yes

7.	Statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee who-
	(I) if employed throughout the financial year, was in receipt remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;	NIL
	(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;
	(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time	NIL
	Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.	NIL

30. 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:

I. Details relating to deposits covered under Chapter V of the Act.

II. Issue of equity shares with differential rights as to dividend, voting or otherwise.

III. Issue of shares (including sweat equity shares and ESOP) to employees of the Company under any
scheme.

IV. No significant material orders have been passed by the Regulators or Courts or Tribunals which would
impact the going concern status of the Company and its future.

31. CEO / CFO Certification in terms of Regulation 17(8) of Listing Regulations, Managing Director and CFO has
given a compliance certificate to the Board of Directors as specified in Part B of Schedule II of Listing
Regulations and forming part of this report as Annexure - VII.

32. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPCY CODE, 2016

During the period under review, there were no applications made or proceeding in the name of the company
under Insolvency and Bankruptcy Code, 2016.

33. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMNT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial
Institution

34. CHANGE IN THE NAME OF THE COMPANY

The company changed its name from Southern Infosys Limited to Southern infocossultants Limited in line
with the order of High Court of Delhi.

35. MATERNITY BENEFIT: Rule 8(5)(xiii) of Companies (Account) Rules, 2014

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women employees during the year.

36. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by any Regulator or Court, which would impact the going
concern status of the company and its future projections.

However, During the period, Hon’ble High Court of Delhi, vide order dated 27.05.2024 in the case of
Infosys Vs Southern Infosys Limited [CS(COMM) 257/2024 & I.A. 6821/2024] directed the company to
remove the word “Infosys” from its name. Pursuant to the order of High Court, the company has
change its name from Southern Infosys Limited to Southern Infoconsultants Limited vide special
resolution dated 22.04.2025, which got the approved vide COI dated 02.05.2025.

Further the Hon’ble High court vide order dated 01st August, 2025 has directed that the Company
shall not use or display its former name “Southern Infosys Limited” in any manner whatsoever and
shall display only its new corporate name i.e. Southern Infoconsultants Limited in all goods, services,
promotional material, physical or online media and in all respects thereof.

37. APPRECIATION AND ACKNOWLEDGMENTS.

We thank our customers, business associates and bankers for their continued support during the financial year.
We also place on record our sincere appreciation for the enthusiasm and commitment of Company’s employees
for the growth of the Company and look forward to their continued involvement and support.

For and on behalf of Board

SOUTHERN INFOCONSULTANTS LIMITED

(Siddharth Sharma) (Deepali Sharma)

Director Director

DIN: 07401382 DIN:05133382

Date: 04.09.2025 Date: 04.09.2025

---

Mar 31, 2024

Your directors have immense pleasure in presenting the 30^th Annual Report together with the standalone
and consolidated financial statements of the company for the financial year ended 31^st March,2024.

1. SUMMARY OF FINANCIAL RESULTS

The summarized financial result for the year ended 31^st March, 2024 and corresponding previous year
ended 31^st March, 2023 are as follows:

(Amounts in Lakhs)

Particulars	2023-24	2022-23
Total Revenue	1877.41	1101.09
Profit before depreciation and taxes	37.74	18.76
Profit before taxes	30.13	10.01
Provision for taxes (Inc. Deferred taxes)	6.75	3.96
Profit for the year after taxes	23.38	6.05

2. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

During the year under review, your Company has earned a total revenue of Rs 18,77,40,561/- as
compared to total revenue of Rs. 11,01,08,636/- in the preceding financial year, registering an increase
of 71%. The profit before taxes of the company increased to 30 lakhs as compared to 10 lakhs in
corresponding year, registering a substantial jump of nearly 200%.

On consolidated basis, total Net profits earned by your company is Rs. 27,50,053/- as compared to
total Profit of Rs. 8,21,717/- in last financial year. Directors of your company have been vigorously
working to improve the company’s working and expand it both in organic and inorganic mode.

3. DIVIDEND

In view of the increased requirement of funds for the future business growth, the entire profits are
retained for the operations and working of the company. Therefore, Board does not recommend any
dividend for the financial year ended 31^st March, 2024.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of Business during the financial year

5. SHARE CAPITAL

The paid-up equity share capital as on 31^st March, 2024 is Rs 5,02,00,000/-. During the year under
review there is no change in the paid up, issued, or subscribed share capital of the company. Further
the company has neither issued any other class of share such as shares with Differential Rights nor
granted any stock options etc. during the year.

Equity Shares of your Company are listed presently at BSE Limited (BSE)

6. TRANSFER TO RESERVES

For the Financial Year under review your directors recommend the transfer of entire net profit of Rs
23,33,482.64/- to the reserve and surplus. With this transfer, the total reserves of the company shall
stand at Rs. 54,18,487/-

7. DIVIDEND DISTRIBUTION POLICY (TOP 500)

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations (Second
Amendment) Regulations, 2016, is not applicable on your company during the year under review.

8. DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview
of section 73 of The Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule
2014 during the year. There is no unclaimed or unpaid deposit lying with the Company.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report (MD&A)’ for the year under review, as stipulated
under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is annexed as part of this report at Annexure- I

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSON

• DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the
Company, Mr. Rakesh Mohan Sharma, director of the Company retires by rotation and being
eligible, offers himself for re-appointment in the Annual General Meeting.

Brief resume of Mr. Rakesh Mohan Sharma, nature of her expertise in functional areas and the
name of the companies in which he holds Directorship and the Chairmanship/Membership of the
Committees of the Board, as stipulated under SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015, the Companies Act, 2013 and applicable Secretarial Standards
are given in the notice convening the Annual General Meeting.

The enabling resolution for approval is appearing in the Notice calling 30^th Annual General
Meeting of the company.

• DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the effect that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation
16 of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion
of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there
under and Listing Regulations.

• BOARD EVALUATION

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015, the Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors,
performance of the Board as a whole, performance of the Committee(s) of the Board and
performance of the Chairman was evaluated, taking into account the views of other directors.
Performance evaluation of independent directors was done by the entire Board, excluding the
independent directors being evaluated.

• BOARD AND COMMITTEE MEETINGS

During the year under review 6(Six) Board Meetings and 04 (Four) Audit Committee Meetings
were convened and held apart from other Committees’ meetings of the Company. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013.

• COMMITTEES OF THE BOARD

As on March 31, 2024, the Board has the following 3 (Three) Committees viz: Audit Committee,
Nomination and Remuneration Committee and Stakeholder Relationship Committee.

1. AUDIT COMMITTEE

Presently, the Audit Committee comprises of Three Member Directors viz.

1. Mr. Dharmendra Singh, Independent Director, (Chairman)

2. Mr. Rajiv Mishra, Independent Director, (Member)

3. Mr. R.M. Sharma, Non-Executive Director, (Member)

The Committee met four times during the year and not more than four months elapsed between two
meetings.

All recommendations made by the Audit Committee were accepted by the Board during the year
2023-2024.

2. NOMINATION AND REMUNRATION COMMITTEE

The Company had constituted a Nomination and Remuneration Committee comprising of three
Member Directors viz.

1. Mr. Dharmendra Singh, Independent Director (Chairman)

2. Mr. Rajiv Mishra Independent Director (Member)

3. Mr. R.M. Sharma, Non-Executive Director (Member)

All are non-executive directors and more than half are independent. Chairman of the committee is
an independent director.

The Committee met once (01) during the year, which was attended by all the members of the
committee and discussed the remuneration policy

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

Presently the Stakeholders’ Relationship Committee consists of

1. Mr. Rajiv Mishra, Independent Director, (Chairman)

2. Mr. Dharmendra Singh, Independent Director. (Member)

3. Mr. Rakesh Mohan Sharma,Non Executive Director (Member)

The Committee, inter-alia, approves issue of duplicate certificates, oversees and reviews all matters
connected with the securities transfers. The Committee also looks into Redressal of
shareholders’/investors’ complaints. The Committee oversees the performance of the Registrar and
Share Transfer Agent and recommends measures for overall improvement in the quality of investor
services. The Company Secretary acts as the Secretary to the Committees. In order to expedite the
process of share transfers, the Board of Directors have nominated a committee, who normally
attends to the transfer and other related matters within a period of 10 days. The Committee of
Officers operates subject to overall supervision and directions of Stakeholders’ Relationship
Committee.

The Committee met once (01) during the year, which was attended by all the members of the
committee

Company Secretary cum Compliance Officer acts as Secretary to the Committee. The company is
registered on SCORES (SEBI Complaints Redress System). Details of Complaints received and
addressed during the year are given below:

Particulars	No. of Complaints
Total Compliant Received	NIL
Total Compliant Replied	NIL
Total Compliant Pending	NIL

• POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to the provisions of section 134(3)(e) and Section 178(3) of the Companies Act, 2013
and the SEBI Listing Regulations, the policy of the Company on Directors’ appointment and
remuneration, including the criteria for determining qualification, positive attributes,
independence of directors and other matters is governed by the Nomination and Remuneration
Committee.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to
Directors’ Responsibility Statement, your Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been
followed and no material departure was made for the same. The financial statements of the
Company for the financial year ended March 31, 2024, have been prepared in accordance with
Ind AS as prescribed under Section 133 of the Companies Act, 2013 (the “Act”), read with the
relevant rules made thereunder and other accounting principles generally accepted in India;

b) That Directors 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 profit of the Company
for the period ended on March 31, 2024;

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

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate

and were operating effectively;

f) Those proper systems had been devised to ensure compliance with the provisions of all applicable
laws and were adequate and operating effectively.

12. COMPLIANCE WITH SECRETRIAL STANDARS ON BOARD AND ANNUAL GENERAL
MEETING

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

13. ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed herewith as
Annexure -II

14. RELATED PARTY TRANSACTION

All Related Party Transactions that were entered into during the financial year ended on March 31,
2024 were on an arm’s length basis and in the ordinary course of business under Section 188(1) of the
Act and the Listing Regulations.

Details of the transactions with Related Parties are provided in the accompanying financial statements
in compliance with the provision of Section 134(3)(h) of the Act.

During the year, the company has entered into the contracts / arrangements with the Related Parties
pursuant to Section 188 (1) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014. Disclosures as required under form AOC-2 are annexed herewith as
Annexure - III

15. PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND
SECURITIES PROVIDED.

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or
investments and securities provided under Section 186 of the Companies Act, 2013 along with the
purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are
provided in the accompanying financial statements.

16. CORPORATE SOCIAL RESPONSIBILITY

The provision of section 135 of the Companies Act, 2013 is not applicable on your company during
the under review.

17. PARTICULARS OF HOLDINGS, SUBSIDIARY AND ASSOCIATES COMPANIES

The Board reviews the affairs of the Company’s Associates at regular intervals. In accordance with
section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial
Statements of the Company which form part of this Annual Report. Further, a statement containing
salient features of the Financial Statement of the Company’s associate is given in prescribed form
AOC- 1 and is annexed as part of this report as Annexure - IV.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGOINGS.

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo as stipulated under Section 134(3) (m) of the Companies Act,2013 read with Rule 8 of The
Companies (Accounts) Rules,2014, is annexed as part of this report as Annexure- V.

19. STATUTORY AUDITORS AND REPORTS

In 26^th Annual General Meeting of the company, M/s V. Sahai Tripathi & Co. Chartered Accountants,
(ICAI Firm RegistrationNo.000262N) were re-appointed as Statutory Auditors of the Company to hold
office till the conclusion of the 31^st Annual General Meeting to be held in the calendar year 2026.
There is no change envisaged in their position. The requirement of seeking ratification of appointment
of statutory auditors at every annual general meeting is no more required pursuant of amendments
brought by the Companies Amendment Act, 2017.

All observations made in the Audit Report on Financial Statements are self-explanatory and do not
call for any further comments under section 134 of the Companies Act, 2013

20. SECRETARIAL AUDITORS AND REPORT

M/s Nitin Bhatia & Co., practicing company secretary, were appointed to conduct the secretarial audit
of the Company for the financial year 2023-24 pursuant to Section 204 of the Companies Act,2013
and Rules made there under. The Secretarial Audit Report for financial year 2023-24 forms part of the
Annual Report as Annexure to this Directors’ Report as Annexure- VI

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

21. COST AUDITOR

Section 148 of the Companies Act is not Applicable to the Company. Hence company is not required
to appoint a cost auditor.

22. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of
its business, including adherence to the 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 disclosures.

23. CORPORATE GOVERNANCE

Since the paid up capital of the company is less than Rs.10 Crores and the net worth of the Company
is less than Rs.25 Crores, the relevant provisions of Regulations 17, 18, 19,20,21,22,23,24,25,26,27,
and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015, are not applicable to the Company, hence corporate governance report is not
enclosed to Directors Report.

24. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR 2023-24 AND THE DATE OF THIS REPORT

There has been no material change and commitments occurred, between the end of the financial year
of the Company i.e. 31st March, 2024 and the date of this report affecting financial position of the
Company

25. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition

& Redressal) Act,2013 (‘Act’) and Rules made there-under the company has zero tolerance for sexual
harassment in workplace. During the year, the Company has not received any complaint of sexual
harassment.

There was no case field during the year under the Sexual Harassment of women at workplace under
the Workplace (Prevention, Prohibition & Redressal) Act,2013. Further, company ensures that there
is a healthy and safe atmosphere for women employees at workplace and made the necessary policy
for staff and secure environment for women employee.

• No. of complaints received: NIL • No. of complaints disposed off: NIL

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to the highest standards of ethical, moral and legal business conduct.
Accordingly, Vigil Mechanism/Whistle Blower Policy was formulated which provides a robust
framework for dealing with genuine concerns & grievances. The Policy provides for adequate
safeguard against victimization of employees who avail the mechanism and also provides direct access
to the Chairperson of the Audit Committee. Specifically, employee can raise concerns regarding any
discrimination, harassment, victimization, any other unfair practice being adopted against them or any
instances of fraud by or against your Company. The same has also been displayed on the website of
the Company.

27. RISK MANAGEMENT

The Company has laid down the procedures to inform Board Members about risk assessment and
mitigation procedures. The Board of Directors of the Company has framed risk management policy
and created appropriate structures with proper delegation of duties and responsibilities of employee at
each level on enterprise basis for compliance''s thereof which are periodically reviewed by the
management, internal auditors, statutory auditors and the Audit Committee.

28. LISTING OF EQUITY SHARES

Your company’s shares are listed with the BSE Limited. The listing fee has been duly paid for the
financial year 2024-2025.

29. REMUNERATION TO DIRECTOR AND KEY MANAGERIAL PERSONS.

In terms of the provisions of Section 197(12) of the Act readwith Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of remuneration of
each Director to the median employee’s remuneration and other details in terms of Section 197(12) of
the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Sr.

Information Required

Input

No.
1.	The ratio of the remuneration of each director to the median	Mr. Siddharth Sharma:
	remuneration	1.3:1
	*These ratios are calculated on the basis of median salary of Rs. 6.00 lakh
2.	The percentage increase in remuneration of each Director, chief Financial Officer, Chief Executive Officer, Company Secretary or	WTD- 30%
	Manager, if any, in the financial year.	Company Secretary-27%
3	The percentage increase in the median remuneration of employees in the financial year	Nil
4.	The number of permanent employees on the rolls of company	8
5.	Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out, if there are any exceptional circumstances for increase in the managerial remuneration.	NA
6.	Affirmation that the remuneration is as per the remuneration policy of the Company	Yes
7.	Statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee who-
	(I) if employed throughout the financial year, was in receipt remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;	NIL
	(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;
	(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn	NIL
	by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.	NIL

30. 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:

I. Details relating to deposits covered under Chapter V of the Act.

II. Issue of equity shares with differential rights as to dividend, voting or otherwise.

III. Issue of shares (including sweat equity shares and ESOP) to employees of the Company under
any scheme.

IV. No significant material orders have been passed by the Regulators or Courts or Tribunals which
would impact the going concern status of the Company and its future.

31. CEO / CFO Certification in terms of Regulation 17(8) of Listing Regulations, Managing Director and
CFO has given a compliance certificate to the Board of Directors as specified in Part B of Schedule II of
Listing Regulations and forming part of this report as Annexure - VII.

32. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPCY CODE, 2016

During the period under review, there were no applications made or proceeding in the name of the
company under Insolvency and Bankruptcy Code, 2016.

33. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMNT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and
Financial Institution

34. CHANGE IN THE NAME OF THE COMPANY

The company proposes to change its name from Southern Infosys Limited to Southern Infosystems
Limited in line with the order of High Court of Delhi.

35. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by any Regulator or Court, which would impact the
going concern status of the company and its future projections. However, an interim order dated
27.05.2024 of Hon’ble High Court of Delhi, in the case of Infosys Vs Southern Infosys Limited
[CS(COMM) 257/2024 & I.A. 6821/2024], was passed directing the company to not use the name
Infosys in any manner. Though this has no financial impact on the company or in its status as going
concern and the order also being an interim one, yet the directors of the company resolved to change the
name of the company without further contesting it.

36. APPRECIATION AND ACKNOWLEDGMENTS.

We thank our customers, business associates and bankers for their continued support during the financial
year. We also place on record our sincere appreciation for the enthusiasm and commitment of
Company’s employees for the growth of the Company and look forward to their continued involvement
and support.

For and on behalf of Board
SOUTHERN INFOSYS LIMITED

(Siddharth Sharma) (Deepali Sharma)

Director Director

DIN:07401382 DIN:05133382

Date: 02.09.2024 Date: 02.09.2024