The Board of Directors ("Board”) of the Company have pleasure in presenting the 7th Directors’ Report ("Report”) along with the standalone and consolidated financial statements and auditors report thereon, for the financial year ended 31st March 2024.

1. Financial summary/ highlights of the Company:

Financial results of the Company for the financial year ended 31st March, 2024 are summarised below:

2. Financial performance of the Company:

The Company nearly doubled its revenue on a standalone as well as consolidated basis in the wake of scaling up its offerings under the brand ‘Skill Arbitrage’, strong results from its Test Prep vertical and maintaining a tight control on the costs, among other things.

Standalone performance:

• Total revenue (including other income) increased from Rs. 3354.47 lakhs in the financial year 2022-23 to Rs. 6395.91 lakhs in the financial year 2023-24.

• Profit After Tax ("PAT”) increased from Rs. 247.10 lakhs in the financial year 2022-23 to Rs. 653.22 lakhs in the financial year 2023-24.

Consolidated performance:

The Company acquired Dataisgood Edutech Private Limited by a Share Purchase and Shareholders Agreement dated 26th August 2023. Prior to this date, the Company did not have any subsidiary entities and therefore there are no consolidated financial statements available for the year 2022-23. With this acquisition, the Company also acquired Dataisgood LLC, a subsidiary entity of Dataisgood Edutech Private Limited.

• Total revenue (including other income) on a consolidated basis amounted to Rs. 6583.55 lakhs in the financial year 2023-24.

• Profit After Tax on a consolidated basis amounted to Rs. 721 lakhs in the financial year 2023-24.

The directors express their satisfaction on the overall financial performance and the progress made by the Company during the year under review.

3. Dividend

The Board does not recommend any dividend for the year under review.

4. Transfer to reserves

No amount has been transferred to reserves during the year under review.

5. Material changes and commitment affecting financial position of the Company from the end of the financial year till the date of the report

The Board of Directors of the Company have approved a preferential issue of warrants granting rights to 19,00,000 equity shares of the Company. The approval of the preferential issue shall be placed before the members at the ensuing Extra Ordinary General Meeting scheduled to be held on 18th September, 2024 for approval.

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

6. Changes in nature of business, if any

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

7. Listing of shares by way of Initial Public Offer (IPO) on NSE Emerge Platform

The shares of the Company were listed on the Small and Medium Enterprises (SME) Platform of the National Stock Exchange of India Limited (NSE Emerge) on 30th January, 2024.

8. Share capital

During the year under review, there were following changes in the share capital of the Company:

Authorised equity share capital:

a. On 19th September, 2023 the equity share capital of the Company was consolidated. The face value per equity share was changed from Re.1/- each to Rs.10/- each. The authorised equity share capital then stood at Rs. 10,000/- (comprising 1,000 equity shares of Rs. 10/-each.)

b. On 22nd September, 2023 the authorised share capital of the Company was increased by Rs. 17,99,00,000/- (comprising 1,79,90,000 equity shares of Rs. 10/- each) thereby aggregating to Rs. 18,00,00,000/- (comprising 1,80,00,000 equity shares of Rs. 10/-each.)

Issued, subscribed and paid-up equity capital:

a. On 19th September, 2023 the equity share capital of the Company was consolidated. The face value per equity share was changed from Re.1/- each to Rs.10/- each. The paid-up equity share capital then stood at Rs. 10,000/- (comprising 1,000 equity shares of Rs. 10/-each.)

b. On 23rd September, 2023 50,00,000 equity shares were issued by way of bonus shares. The equity share capital of the Company after the bonus issue stood at Rs. 5,00,10,000/- (comprising 50,01,000 equity shares of Rs. 10/- each)

c. On 7th October, 2023, 4,38,213 equity shares were issued by way of private placement. The equity share capital of the Company then became Rs. 5,43,92,130/- (comprising 54,39,213 equity shares of Rs. 10/- each.)

d. On 16th October, 2023, 1,00,000 Optionally Convertible Preference Shares (OCPS) were converted into 6,250 equity shares of the Company, thereby increasing the equity share capital to Rs. 5,44,54,630/- (comprising 54,45,463 equity shares of Rs. 10/- each.)

e. On 20th October, 2023, 59,90,009 equity shares were issued by way of bonus shares. The equity capital of the Company after the bonus issue stood at Rs.1,14,35,472 /- (comprising 11,43,54,720 equity shares of Rs. 10/- each.)

f. On 25th October, 2023, the Company issued 3,37,260 equity shares to Ankit Maheshwari as consideration for the acquisition of

Dataisgood Edutech Private Limited after which the equity share capital of the Company was Rs. 11,77,27,320/- (comprising 1,17,72,732 equity shares of Rs. 10/- each)

g. On 25th January, 2024 the Company came out with an Initial Public Offer (IPO) of 41,37,000 equity shares having face value of Rs. 10/-after which the total paid up equity capital of the Company stood at Rs. 15,90,97,320/- (comprising 1,59,09,732 equity shares of Rs. 10/-each.)

Authorised preference share capital:

The Company had authorised preference share capital of Rs.10,25,000/-(comprising 1,02,500 preference shares of Rs. 10/- each) at the beginning of the year. There were no changes in the authorised preference share capital during the year.

Issued, subscribed and paid-up preference share capital:

The Company had issued and paid up preference share capital of Rs. 10,00,000/- (comprising 1,00,000 optionally convertible preference shares of Rs. 10/- each.) at the beginning of the year. On 16th October, 2023, all the OCPS were converted into 6,250 equity shares of the Company.

9. Dematerialisation of Equity Shares

All the equity shares of the Company are held in the dematerialised form. The ISIN allocated to the Company is INE0RDH01021.

10. Particulars of loans, guarantees and investments falling within the ambit of Section 186

The particulars of loans, guarantees and investments covered within the ambit of Section 186 of the Companies Act, 2013 have been disclosed in notes to the financial statements.

11. Public deposit

During the year under review your company has not accepted any deposits falling within the ambit of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The details relating to deposits as required under Chapter V of the Companies Act, 2013 are as under:

(a) accepted during the year: Nil

(b) remained unpaid or unclaimed as at the end of the year: Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Not Applicable

(i) at the beginning of the year: Nil

(ii) maximum during the year: Not Applicable

(iii) at the end of the year: Nil

(iv) the details of deposits which are not in compliance with the requirements of Chapter V of the Act: Not Applicable

12. Subsidiary Company/ Associate Company/ Joint Venture

The Company has the following subsidiary Companies and group Companies, as on date of this Report:

*Dataisgood Limited was incorporated in the United Kingdom (U.K.) on 20th February, 2024.

The Company acquired shares of Dataisgood Edutech Private Limited, thereby making it a Wholly owned subsidiary Company of the Company during the year under review. The details of the subsidiaries are attached with this Report in Annexure I.

13. Particulars of contracts and arrangements with related parties

During the year under review all transactions entered into by the Company with Related Parties as defined under the Companies Act 2013 were in the ordinary course of business and on an arm’s length pricing basis and accordingly, do not attract the provisions of Section 188 of the Act. Hence the requirement of Form AOC-2 as required under Section 188(1) of the Act is not applicable to the Company. Omnibus approval of the Audit Committee shall continue to be obtained for any related party transactions which are repetitive in nature.

There are no material or significant related party transactions entered into by the Company with its promoters, directors, Key Managerial Personnel (“KMP”) or senior management personnel which may have a potential conflict with the interest of the Company at large.

14. Directors and Key Managerial Personnel

The directors and KMP of the Company as on 31st March, 2024 are as follows:

*The following appointments were made during the year under review:

• Shruti Khanijow was appointed as an Independent Director w.e.f. 13th October, 2023.

• Mohd Sirajuddin was appointed as an Independent Director w.e.f. 13th October, 2023.

• Debbolina Ghosh was appointed as an Independent Director w.e.f. 19th September, 2023.

• Siddhant Singh Baid was appointed as Chief Financial Officer w.e.f. 11th October, 2023.

• Komal Shah was appointed as Company Secretary w.e.f. 11th October, 2023.

Retirement by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Abhyudaya Agarwal (DIN: 05016416), Director, shall retire by rotation at the Annual General Meeting, and being eligible, he has offered himself for re-appointment. Accordingly the proposal for his reappointment has been included in the notice convening the Annual General Meeting of the Company.

A brief resume of the director seeking reappointment consisting nature of expertise in specific functional areas and name of Companies in which he holds directorship and/or membership/chairmanships of the committees of the respective Boards, Shareholding and relationship between Directors inter-se as stipulated under Reg. 36(3) of SEBI (LODR) Regulations, 2015 are given in relevant section of the notice of AGM forming part of the Annual Report.

Declaration under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors:

The Company has duly complied with the definition of 'Independence' in according to the provisions of Section 149(6) of the Companies Act, 2013 read with Schedule IV- Code of Independent Directors to the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All the Independent Director/s, have submitted a declaration that he/she meets the criteria of independence and submit the declaration regarding the status of holding other directorships and memberships as provided under law. The Independent Directors have also confirmed that they have complied with the Company's code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

Opinion of the Board with regard to integrity, expertise and experience of the independent directors appointed during the year:

The Directors are satisfied with the performance of all the independent directors appointed during the year and are of the opinion that all the independent directors are persons of integrity and possess relevant experience and expertise.

15. Committees of the Board

As on March 31, 2024, the Board has constituted the following committees as required in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders’ Relationship Committee

In addition to the above required committees, the Board had also constituted the following committees for ease of operations and management of the initial public offering of the Company:

a. Executive Committee

b. Initial Public Offer (IPO) Committee

The composition of each committee is mentioned below:

a. Audit Committee

The Board re-constituted the Audit Committee and revised the charter in accordance with Section 177 of the Companies Act, 2013, in its meeting held on 2nd July, 2024.

The revised composition of the Audit Committee is as follows:

The Company Secretary and Compliance Officer of the Company will act as the secretary of the Committee.

No Audit Committee meetings were held from 18th October, 2023, the date of its constitution until 31st March 2024.

The revised charter of the Audit Committee is available on the website of the Company at: https://lawsikho.com/Investors

b. Nomination and Remuneration Committee

The Board re-constituted the Nomination and Remuneration Committee and revised the charter in accordance with Section 177 of the Companies Act, 2013, in its meeting held on 2nd July, 2024.

The revised composition of the Nomination and Remuneration Committee is as follows:

The Company Secretary and Compliance Officer of the Company will act as the secretary of the Committee.

No Nomination and Remuneration Committee meetings were held from 18th October 2023, the date of its constitution until 31st March 2024.

The revised charter of the Nomination and Remuneration Committee is available on the website of the Company at: https://lawsikho.com/Investors

c. Stakeholders’ Relationship Committee

The Board re-constituted the Stakeholders’ Relationship Committee and revised the charter in accordance with Section 177 of the Companies Act, 2013, in its meeting held on 2nd July, 2024.

The revised composition and charter of the Stakeholders’ Relationship Committee is as follows:

The Company Secretary and Compliance Officer of the Company will act as the secretary of the Committee.

No Stakeholders Relationship Committee meetings were held from 18th October 2023, the date of its constitution until 31st March 2024.

The revised charter of the Stakeholders Relationship Committee is available on the website of the Company at: https://lawsikho.com/Investors

d. Executive Committee

The Board constituted the Executive Committee by a resolution by circulation passed on 15 December 2023, to deal with day-to-day operations of the Company such as opening and closing bank accounts, communicating with authorities on day-to-day matters, signatures on contracts relating to day-to-day matters etc.

The Company Secretary and Compliance Officer of the Company acts as a secretary to the Executive Committee.

All minutes of the Executive Committee meetings held between two Board meetings are placed before the Board at its next meeting.

e. Initial Public Offer (IPO) Committee

The Board constituted Initial Public Offer Committee vide board resolution dated 18th October, 2023 in order to deal with various tasks relating to the initial public offering of the Company.

The composition of the Initial Public Offer Committee is as follows:

The Company Secretary of the Company acts as a secretary to the Committee.

The charter of the Initial Public Offer Committee is available on the website of the Company at: https://lawsikho.com/Investors

16. Board meetings held during the year

During the year under review, the Board met 17 times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the "Act”). Required quorum was present throughout each meeting as per the requirement of the said Act. The meetings of board of directors of the Company were held on 03.04.2023, 30.06.2023, 18.09.2023, 20.09.2023,

23.09.2023, 27.09.2023, 07.10.2023, 11.10.2023, 18.10.2023, 20.10.2023,

25.10.2023, 31.10.2023, 08.01.2024, 09.01.2024, 25.01.2024, 30.01.2024 and

07.02.2024.

17. Annual Evaluation of the Board

The requirement to get a formal evaluation of the Board conducted has only become applicable to the Company with effect from 30th January 2024 - the date on which the equity shares of the Company were listed. Accordingly the Company shall get a formal annual evaluation of the Board carried out in the present financial year 2024-25.

18. Directors’ Responsibility Statement

The audited accounts for the year under review are in conformity with the requirements of the Companies Act, 2013 and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present your Company’s financial condition and results of operations.

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. The accounting policies selected have been applied consistently, and judgements and estimates are made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at 31st March 2024 and of the profit of your Company for the year ended on that date;

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

d. The annual accounts have been prepared on a going concern basis;

e. Your company has laid down proper internal financial controls and that such internal financial controls are adequate and were operating effectively;

f. Your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

Pursuant to the provisions of Section 134(3)(m) and Rule 8(3) of Companies (Accounts) Rules, 2014, the details of energy conservation, technology absorption and foreign exchange earnings and outgo are as under:

Conservation of energy: Not Applicable

a. The steps taken or impact on conservation of energy: Not Applicable

b. The steps taken by Company for utilising alternate source of energy: Not Applicable

c. The capital investment on energy conservation equipment: Not Applicable

Technology Absorption: Not Applicable

a. The efforts made towards technology absorption: Not Applicable

b. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

c. In case of imported technology(imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable

d. The expenditure incurred on research and development: Not Applicable

20. Extract of Annual Return

As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a company shall not be required to attach the extract of annual return with the Board’s Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Board’s report in accordance with sub-section (3) of section 92 of the Companies Act, 2013.

The Annual return will be placed on the website of the company at the following link: https://lawsikho.com/Investors.

21. Corporate Governance

The Company got listed on NSE Emerge platform on 30th January, 2024 but as the shares are listed on SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and Para C,

D and E of schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board’s Report.

22. Compliance with the secretarial standards

The Company is in compliance with the applicable standards issued by the Institute of Company Secretaries of India.

23. Internal financial control systems and their adequacy

The Company has internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

24. Particulars of employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details are provided in the Annexure II to this Report.

Since the Company does not have any employees who draw remuneration in excess of Rupees One Crore and Two lakhs for the financial year or Rupees Eight Lakhs and Fifty Thousand per month when employed for part of the year, the particulars required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be provided.

25. Risk management policy

Risk management policy is formulated in compliance with Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and section 134 (3) (n) of the Companies Act 2013, which requires the Company to lay down procedures for risk assessment and risk minimization. The Board, Audit committee and the senior management of the company periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote the confidence amongst stakeholders in the process, plan and meet strategic objectives and evaluate, tackle, and resolve various risks associated with the company. The business of the company is exposed to various risks, arising out of internal and external factors i.e., industry, competition, input, geography, financial, regulatory, other operational, information technology related other risks.

The Risk Management Policy of the Company is available at: https://lawsikho.com/Investors.

26. Maintenance of cost records

The Company was not required to maintain cost records under section 148 of the Companies Act, 2013.

27. Management Discussion And Analysis

A review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis Report for the FY 2023-24, which forms part of this report.

28. Auditorsa. Statutory Auditor

As per the provisions of Section 139 & 142 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company had appointed M/s. K R A & Co., Chartered Accountants (Firm Registration No. 0020266N) as the Statutory Auditors for the financial year 2023-24 in the Annual General Meeting held on 19th September, 2023 to hold office till the conclusion of the Annual General Meeting of the Company to be held in the year 2028.

There are no qualifications, reservations or adverse remarks made by the M/s. K R A & Co., Statutory Auditors of Company in their Audit Report for the year under review.

b. Secretarial Auditor

The Company has appointed Rawal & Co. (FRN: S2020UP717200), a firm of Practising Company Secretaries as the secretarial auditor of the Company for the financial year 2023-24 and 2024-25 under the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

There are no qualifications, reservations or adverse remarks made by the Rawal & Co., Secretarial Auditor of Company in their Audit Report for the year under review which is attached as Annexure-III to this report.

c. Internal Auditor

The Company has appointed CA Sachin Jain as the internal auditor of the Company for the financial year 2024-25 under section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.

29. Reporting of frauds by Statutory auditors

During the year under review, the statutory auditors 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.

30. Details of significant and material orders passed by the regulator or court or Tribunal

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and company’s operation in future.

31. Vigil Mechanism

The Directors have established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower Policy, which is in compliance of the provisions of Section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the Listing Regulations.

The Policy provides for a channel to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of companies policies.

The Whistle Blower Policy of the Company is available at the following link: .https://lawsikho.com/Investors

32. Code of Conduct

The Board has laid down a specific code of Conduct for all members of the Board and senior management of the Company. The Code is available at: https://lawsikho.com/Investors.

33. Prevention of Insider Trading

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the "Code of Conduct for prohibition of Insider Trading” ("the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned should follow, both in letter and spirit, while trading in the securities of the Company. The Insider Trading Code is available at: https://lawsikho.com/Investors

34. Prevention of sexual harassment at workplace

The Company provides 100% remote working to its employees. Despite this, the Company has zero tolerance for sexual harassment at workplace. The Company has adopted a Policy on Prevention of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the POSH Act. The names of members of the Internal Complaints Committee can be found here: https://lawsikho.com/posh-complaint-committee

During the year under review, the company has received no complaints on sexual harassment.

35. Website

The Company’s website is www.lawsikho.com. The website contains the basic information about the Company - details of its business, financial information, shareholding pattern, contact information of the designated official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

36. Policy on directors’ appointment and remuneration and other details

A policy for appointment and remuneration of Directors, was approved by the Board as required under Section 178(3) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Policy aims to provide the criteria for eligibility to be appointed on the board, the remuneration mechanism and a mechanism for evaluation of the performance. The policy is available at: https://lawsikho.com/Investors.

37. Proceedings under Insolvency and Bankruptcy Code (IBC)

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

38. Details of one-time settlement

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

39. Corporate Social Responsibility

The Board approved a policy for Corporate Social Responsibility (CSR) in its meeting held on 2nd July, 2024. The CSR policy of the Company is available at: https://lawsikho.com/Investors

The Company is not required to constitute a Corporate Social Responsibility Committee since the amount required to be spent by the company on CSR activities for the financial year 2023-24 does not exceed Rs.50,00,000 (Rupees Fifty lakhs).

40. Acknowledgements

The Directors take this opportunity to place on record their sincere appreciation for the support received during the year from the investors through their overwhelming response to the Company’s initial public offering, the learners who trusted the Company with their careers, the employees who put in significant efforts to ensure success of the learners. The Directors also take this opportunity to acknowledge the support received from all our external supporters such as the Central and State government authorities, the National Stock Exchange of India Limited, banks and financial institutions, depositories, analysts, advisors, suppliers and other business partners for their support during the year.

We look forward to your continued support in achieving the formidable goals that the Company seeks to achieve in the current financial year.