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EUPHORIA INFOTECH (INDIA) LTD.

21 February 2025 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE0PYT01018 BSE Code / NSE Code 544094 / EUPHORIAIT Book Value (Rs.) 53.68 Face Value 10.00
Bookclosure 27/09/2024 52Week High 89 EPS 3.17 P/E 16.16
Market Cap. 14.86 Cr. 52Week Low 48 P/BV / Div Yield (%) 0.95 / 0.00 Market Lot 1,200.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your Directors are pleased to submit the 24th Annual Report on
the business and operations of your Company ("the Company”
or "EUPHORIA INFOTECH (INDIA) LIMITED”), along with the
audited financial statements, for the financial year ended March
31,2024. The consolidated performance of the Company and its
subsidiaries has been referred to wherever required.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Financial Results for the year ended March 31,2024 and the corresponding figure for the previous year are as under:

(' in Lakhs except EPS)

Particulars

Standalone

Consolidated

2023-24

2022-23

2023-24

2022-23

Revenue from Operations

601.40

736.73

601.40

736.73

Other Income

1.23

0.83

1.23

0.83

Total Income

602.63

737.56

602.64

737.56

Total Expenditure

478.91

561.64

478.93

561.64

Profit before tax

123.72

175.92

123.71

175.92

Current Tax

30.94

48.29

30.94

48.29

Income tax Adjustment

-

1.43

-

1.43

Deferred Tax Adjustment

0.19

(3.51)

0.19

(3.51)

Profit after Tax

92.59

129.71

92.58

129.71

Basic Earnings per share (in ')

4.40

6.17

4.38

6.17

Notes:

• Equity shares are at par value of '10/- per share.

• 9,60,000 equity shares were allotted pursuant to Initial Public Offer ("IPO”) on January 25, 2024.

2. TRANSFER TO RESERVES

We do not propose to transfer any amount to general reserve.

3. DIVIDEND

To strengthen the financial position of the Company and to augment working capital, your directors do not recommend
any dividend for the FY 2024.

4. STATE OF COMPANY'S AFFAIRS

Your Directors are pleased to share the exceptional, operational and financial performance achieved by the Company
even during this turbulent times aggressive interest rate hikes and other geopolitical factors and its consequent effect
on economies of worldwide.

During the FY2024:

> Revenue from operations stood at ' 601.40 lakhs in FY 24 on consolidated basis.

> PAT stood at ' 92.58 lakhs in FY 24 on consolidated basis.

It is expected that the Company will achieve better operation and financial performance in FY2025.

5. CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business / operation of the Company done during the year under review.

6. CHANGE IN NAME AND STATUS OF THE COMPANY

The Company was originally formed as a private limited liability company in the name and style of "Euphoria Infotech
(India) Private Limited” bearing CIN U92200WB2001PTC093236 pursuant to a certificate of incorporation date May 28,
2001 issued by the Registrar of Companies, Kolkata at West Bengal. Subsequently, pursuant to a resolution passed by
our Board of Director in their meeting held on January 12, 2023 and by the shareholders at an extra-ordinary general
meeting held on January 18, 2023 our company was converted into a public limited company and consequently the
name of our company was change to "Euphoria Infotech (India) Limited” and a fresh certificate of incorporation dated
May 22, 2023 was issued by the Registrar of Company, Kolkata at West Bengal. The Corporate Identification Number of
our Company is U92200WB2001PLC093236.

7. INITIAL PUBLIC ISSUE

The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 9,60,000 Equity Shares of Rs.10/-
each at a issue price of Rs. 100/- per share aggregating to Rs.960.00 Lakhs which was oversubscribed by 426.65 times
in the retail category, 413.26 times in the QIB category, and 280.88 times in the NIIs' category. The issue was opened
for subscription on January 19, 2024 and closed on January 24, 2024. The Board has allotted 9,60,000 Equity Shares
of Rs.100/- each to the successful applicant on January 25, 2024. The equity shares of the Euphoria Infotech (India)
Limited got listed on January 30, 2024 on the SME platform of BSE. As on March, 31,2024 the Authorised Share Capital
of the Company is Rs. 3,25,00,000 divided into 32,50,000 Equity Shares of Rs.10/- each. The Paid up Share Capital of the
Company is Rs. 2,90,18,600 divided into 29,01,860 Equity Shares of Rs.10/- each.

8. UTILISATION OF FUNDS RAISED THROUGH IPO

During the year under review, the Company has come up with Initial Public offer of 9,60,000 Equity Shares for cash at
a price of Rs.100/- per Equity Shares (including a premium of Rs 90/- per Equity Shares), aggregating to Rs. 9.60 crores.
Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, it is hereby confirmed that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from
the objects as stated in the prospectus dated January 25, 2024.

9. DEMATERIALISATION OF SHARES

During the year under review, the Company has entered into tripartite agreements for dematerialization of equity
shares with the MAS Services Limited, National Securities Depository Limited and Central Depository Services (India)
Limited. As on March 31,2024, the share of the Company held in demat form represents 100% of the total issued and
paid-up capital of the Company. The Company ISIN No. is INE0PYT01018. M/s. MAS Services Limited is the Registrar and
Share Transfer Agent of the Company.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF
FINANCIAL YEAR AND DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred during the period
from the end of the financial year to which the financial statement related till the date of this report except:

11. SHARE CAPITAL AND INITIAL PUBLIC OFFERING OF YOUR COMPANY

The Company has successfully completed the maiden Initial Public Offer (IPO). In the IPO, 9,60,000 Equity Shares of Rs
10/- each was offered by the Company for subscription at an issue price of Rs 100/- per shares. The issue was opened
for subscription on January 19, 2024 and closed on January 24, 2024. The Board has allotted 9,60,000 Equity Shares of Rs
10/- each to the successful applicant on January 25, 2024. The equity shares of the Company got listed on January 30,
2024 on the BSE Emerge. Your company share price debuted on National Stock Exchange of India Limited at Rs 181.51/-
per share, a premium of 81.51 % over its issue price

As on March 31,2024, share capital of the Company was 29,01,860 Equity Shares of face value of Rs 10/- each.

12. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the FY 2023-24, the Company has increased its authorised capital from Rs. 5,00,000 (Rupees Five Lakh Only)
to Rs.3,25,00,000 (Rupees Three Crores Twenty Five Lakhs Only) and consequently altered its capital clauses in the
Memorandum of Association. Further, there was alteration in the articles of Association of company for Adoption of
new set of Articles of Association of the Company pursuant to the Companies Act, 2013 and upon conversion to a Public
Limited Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the changes in the Board of the Company during the year under review:

DIN/PAN

Name

Particulars of Change

Appointment/ Cessation date

08438911

Avijit Mallick

Appointed as Independent Director

May 5, 2023

08178507

Sriyans Lunia

Appointed as Independent Director

May 5, 2023

AEHPC7424B

Amalendu Chatterjee

Appointed as Chief Financial Officer

January 5, 2023

AUAPT3908L

Mohammed Talha

Appointed as Company Secretary

May 5, 2023

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Shamba Bhanja (DIN: 01546020), Managing
Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has
offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for
seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief profile of Mr.
Shamba Bhanja (DIN: 01546020), will be given in the Notice convening the forthcoming AGM for reference of the
shareholders.

14. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors
has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015 (the Listing Regulations) as emended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the
Act and Rules made thereunder.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with
our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own
performance, as well as the evaluation of the working of Board's Committees was undertaken. This evaluation is led by
the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective
functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at
Board and committee meetings, acquaintance with business, communication inter se board members, the time spent
by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities
and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the
criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on
the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was
given to the Directors.

16. BOARD MEETING

During the year under review Board met on 10-04-2023; 05-05-2023; 30-05-2023; 08-06-2023; 10-06-2023; 16-09-2023;
21-11-2023; 15-01-2024; 25-01-2024. There were 9 board meetings were held in accordance with the provisions of
Companies Act, 2013. The details of the Board meetings are provided in the Report on Corporate Governance, which
forms a part of this Annual Report.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act,
2013 and SEBI Listing Regulations.

17. MEETING OF THE INDEPENDENT DIRECTORS

During FY2023-24, one meeting of Independent Directors was held without the presence of the Executive Directors or
Management Personnel on March 25, 2024. At such meeting, the Independent Directors have discussed, among other
matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership
strengths, compliance, governance, HR related matters and performance of Executive Directors.

18. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors

Category

Mr. Sriyans Lunia

Independent Director - Chairperson

Mr. Avijit Mallick

Independent Director

Mr. Shamba Bhanja

Managing Director

During the year under review, there has been no instance where the recommendations of the Audit Committee have
not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision
of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Audit
Committee is not applicable to the Company.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of:

Name of Directors

Category

Mr. Sriyans Lunia

Independent Director - Chairperson

Mr. Avijit Mallick

Independent Director

Ms. Soma Das

Independent Director

During the year under review, there has been no instance where the recommendations of the Nomination and
Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and
Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing
Regulations although the listing regulation pertaining to Nomination and Remuneration Committee is not applicable
to the Company.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board comprises of:

Name of Directors

Category

Mr. Sriyans Lunia

Independent Director - Chairperson

Mr. Avijit Mallick

Independent Director

Ms. Soma Das

Independent Director

During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship
Committee have not been accepted by the Board. The terms of reference of the Stakeholders Relationship Committee
are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the
listing regulation pertaining to Stakeholders Relationship Committee is not applicable to the Company.

19. VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing
Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees
to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such
mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other
information to the stakeholders, any conduct that results in violation of the Company's Code of Business Conduct, to
management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee
who, based on the employee's reasonable belief that such conduct or practice have occurred or are occurring, reports
that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Company's
website at www.euphoriainfotech.com.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY2023-24.

20. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the
selection and appointment of Directors and Senior Management Personnel and their remuneration. The Remuneration
Policy is included in the Corporate Governance Report, which forms part of this Annual Report. The Company's policy
relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website
of the Company at www.euphoriainfotech.com.

21. CORPORATE SOCIAL RESPONSIBILITY

Our Company is exempted from the provisions of section 135 of the Companies Act, 2013, till March 31,2024, in respect
of Corporate Social Responsibility

22. RISK MANAGEMENT POLICY

Your Company's Risk Management Framework is designed to enable risks to be identified, assessed and mitigated
appropriately. The Risk Management framework seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company's competitive advantage.

The Company has constituted an internal Risk Management Committee. The details of the Committee and its terms of
reference are set out in the Corporate Governance Report forming part of the Board's Report. The Board reviews the
same from time to time to include new risk elements and its mitigation plan. Risk identification and its mitigation is a
continuous process in our Company.

23. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

M/s. Euphoria Infotech (Bangladesh) Private Limited is a joint venture of the Company. The Company does not have
any subsidiary or associates as on March 31,2024. Hence, the statement containing the salient feature of the financial
statement of associate companies in Form AOC-1 is attached as "
Annexure - 1” with this report.

Further, none of the company ceased to be a joint venture or associate company during FY2024.

24. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide
Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred
to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the
compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is also listed on SME Platform
of BSE, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial
statements.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by the Regulators, Courts, or Tribunals
impacting the going concern status of the Company and its operation in the future.

26. AUDITORS & AUDITORS' REPORT

Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the
Company at its 23rd Annual General Meeting (AGM) held on July 26, 2023, had appointed M/s. Baid Agarwal Singhi & Co
(FRN: 328671E), Chartered Accountants as Statutory Auditors to hold office from the conclusion of the 23rd AGM until
the conclusion of the 28th AGM of the Company.Accordingly, M/s. Baid Agarwal Singhi & Co, Chartered Accountants,
continues to be the Statutory Auditors of the Company till the conclusion of the 28th AGM, as approved by the
shareholders at the AGM held on July 26, 2023.

The Statutory Auditors' Report is annexed to this Annual Report. The Statutory Audit Report does not contain any
qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred
to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

27. CORPORATE GOVERNANCE

The requirement specified in 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 and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company.
In additions to the applicable provisions of the Companies Act, 2013 will be applicable to the company immediately
up on the listing of Equity Shares on the Stock Exchanges. However, the Company has complied with the corporate
governance requirement, particularly in relation to appointment of independent directors including woman director
in the Board, constitution of an Audit Committee and Nomination and Remuneration Committee. The Board functions
either on its own or through committees constituted thereof, to oversee specific operational areas.

28. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company
had appointed CS Niaz Ahmed (Membership No. F9432 CP No.5965), Practicing Company Secretary, to carry out the
Secretarial Audit of the Company for the FY2023-24. The Secretarial Audit Report submitted by him, for FY2023-24 is
annexed herewith marked as
"Annexure 3" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not
call for any further comments.

29. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company
Secretaries of India (ICSI).

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its
operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit
Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports
are reviewed and discussed with the senior management team. The representative of Statutory Auditors and the Internal
Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee
are implemented as per the direction of the Audit Committee.

The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the Banking transactions are under joint authority and no individual authorization is given;

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter require fresh prior approval.

M/s. ABPP & Associates, Chartered Accountants (FRN No.328632E) had carried out Internal Audit of the Company
for the FY2023-24.

31. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditorhave not reported any instances of fraud

committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of
the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

32. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending
on March 31,2024 is available on the Company's website at www.euphoriainfotech.com.

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the
loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013
are disclosed in the notes to account to the financial statements for the financial year 2023-24.

34. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company
does not have any outstanding amount qualified as a deposit as on 31st March 2024.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transaction in ordinary course of business and at arm's length. As none of
the transactions with any of the related party exceed the 10% of the turnover of the Company, there was no material
related party transaction during the year under review. Thus, the disclosure of particulars of contracts or arrangements
with related parties as prescribed in Form AOC-2 under section 188(1) of the Companies Act, 2013, during the financial
year ended March 31,2024, is not applicable.

The details of other related party transactions are disclosed in Form AOC - 2 as "Annexure 2", enclosed herewith.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website: www.
euphoriainfotech.com.

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

The details of conservation of energy and technology absorption are not applicable to the Company as the Company
is engaged in the IT activities. Further, the foreign exchange earnings and outgo for the financial year ended March
31,2024 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as
"Annexure 4" and forms part of this
report.

37. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate "
Annexure-5" forming part of this
report.

38. MAINTENANCE OF COST RECORDS AND COST AUDIT

The requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year
under review.

39. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor any proceedings is pending against the Company
under the Insolvency and Bankruptcy Code, 2016

40. DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under
review, thus, the details of difference between amount of the valuation done at the time of one time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not
applicable.

41. DIRECTOR'S RESPONSIBILITY STATEMENT

The Director's Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of the Companies Act,
2013 shall state that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures.

b) The directors has 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 & loss of the company for that period.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.

d) The directors has prepared the annual accounts on a going concern basis;

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the

company and that such internal financial controls are adequate and were operating effectively, and

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that
such system were adequate and operating effectively.

42. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is
displayed on the Company's website at www.euphoriainfotech.com.

43. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESS) ACT, 2013

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company
has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 along with its relevant Rules.

The Committee met once during the FY2024 on March 25, 2024.

There was no complaint pending at the beginning and at the end of FY2023-24. No complaints have been received by
the Committee during the FY2023-24.

44. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a "Management Discussion and Analysis
Report"
are set out as a separate section in this Annual Report which forms an integral part of this report.

46. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred
by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further,
according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven
consecutive years are also to be transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend
were unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the
IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there
was no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares
are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

47. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee
value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the
past growth of the Company. The Company is constantly working on providing the best working environment to its
Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company makes all
efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human
Resources. The belief "Great People create Great Organization” has been at the core of the Company's approach to its
people.

48. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no
transactions on these items during the year under review:

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

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

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees
or by trustees for the benefit of employees.

49. ACKNOWLDGEMENTS

Your Directors take this opportunity to express their sincere thanks to the Central Government and Governments of
various states, Financial Institutions, Bankers and Customers for their co-operation and assistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the
Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support
received from the shareholders.

For and on behalf of the Board of Directors
EUPHORIA INFOTECH (INDIA) LIMITED

PRIYABRATA SEAL SHAMBA BHANJA

Date: May 28, 2024 (Whole-time director) (Managing Director)

Place: Kolkata DIN: 07449685 DIN: 01546020