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)

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:

• 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.

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