Ivalue Infosolutions Ltd

Dear Members,

The Board of Directors are pleased to present their Sixteenth (16th) Board's Report on the business and operations of your company ("iValue" or "the Company") for the financial year ended 31 March 2024.

1. FINANCIAL HIGHLIGHTS:

Rs. In Lakhs *except EPS

2. STATE OF AFFAIRS/COMPANY' PERFORMANCE:

Your company is a leader in providing smart, cutting-edge technology solutions which helps enterprises to manage, optimize and protect their digital assets. As a top Value-Added Distributor, your company foster innovation through delivering integrated offerings that power data, network & application (DNA) management for enterprises. And your company is premium technology services and solutions aggregator, providing offerings across cybersecurity, datacenter infrastructure and networking.

Your directors wish to inform that during the financial year ended 31 March 2024 the standalone gross sales billed to the customers of the Company increased to Rs. 2,04,223 Lakhs from Rs. 1,73,743 Lakhs a growth of 17.54%. The Profit before tax for the year under review has increased to Rs. 9,534 Lakhs from Rs. 8,055 Lakhs of last year, which is an increase of 18.36%. The net profit stood at Rs. 7206 Lakhs as against Rs. 5,947 Lakhs of the previous year representing a growth of 21.18%.

Your directors wish to inform that during the financial year ended 31 March 2024 the consolidated Gross Sales billed to the customers of the Company increased to Rs.2,11,048 Lakhs from Rs. 1,81,068 Lakhs a growth of 16.56%. The Profit before tax for the year under review has increased to Rs. 9,457 Lakhs from Rs. 8,031 Lakhs of last year, which is an increase of Rs. 17.76%. The net profit stood at 7,057 Lakhs as against 5,992 Lakhs of the previous year representing a growth of 17.77%.

There is no change in the nature of the business of the Company during the year 2023-24.

3. EARNINGS PER SHARE (EPS)

The basic earning per share (EPS) of your company at standalone stood at Rs. 13 and the diluted earning per share (EPS) of your company stood at Rs. 13.

The basic earning per share (EPS) of your company at consolidated stood at Rs. 13 and the diluted earning per share (EPS) of your company stood at Rs. 13.

For the purpose of calculating diluted earnings per share, considered the entire Compulsorily Convertible Preference Shares Series A (Series A CCPS) on a fully convertible basis.

4. DIVIDEND

During the financial year 2023-24 under review, directors does not propose to declare any dividends.

5. RESERVES

During the financial year 2023-24, directors do not propose to transfer any amount to Reserves.

6. DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year 2023-24.

7. SHARES AND SHARE CAPITAL

The Company's Share Capital position as on March 31, 2024, is as follows: -

8. MATERIAL CHANGES AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments which affect the financial position of the Company that have occurred during the year 2023-24 under review.

9. DETAILS OF EMPLOYEE STOCK APPRECIATION RIGHTS (ESARS)

During the year 2023-24, pursaunt to Employees Stock Appreciation Rights i.e., Employees Stock Appreciation Rights Plan-I 2021 and Employees Stock Appreciation Rights Plan-II 2021 ("ESARs Plans"), below number of ESARs were granted under each ESARs Plan:

Your Company complying with the accounting policies under applicable laws from time to time

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprised of the following Directors as on March 31, 2024

None of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 as on 31 March 2024.

Key Managerial personnel: During the Financial Year 2023-24, there was no appointment or change of any Key Managerial Personnel.

11. BOARD MEETINGS AND COMMITTEE MEETINGS HELD DURING THE FINANCIAL YEAR

During the year under review 05 (Five) Board Meetings and 2 (two) CSR Committee Meeting were convened and held;

a) Number of Board Meetings

During the year under review (5) Five Board Meetings were convened and held. Dates of Board Meeting were: 3rd May 2023, 10th Aug 2023, 29th Sep 2023, 20th Dec 2023, 28th Mar 2024.

b) Details of Committee Meetings

During the year under review, two (2) committee meeting (Corporate Social Responsibility) was held. Date of the CSR Committee was 5th Jan 2024 and 29th Mar 2024.

12. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has constituted the CSR Committee in compliance with the Companies Act 2013. During the year under review, the Board of Directors have accepted all the recommendations of the above Committee.

13. RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

14. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company.

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

In accordance with Section 129 (3) of the Companies Act, 2013 a statement containing sailent features of the financial statements of the subsidairy companies in Form AOC-1 is provided in Annexure -I. The statement of also provides details of performance and financial position of each subsisdiries.

As on 31-Mar-2024, your company having below subsidiaries. iValue S L (Private) Limited and iValue Infosolutions SEA Co. Ltd., are yet to start business operations:

Your Company does not have any associate or joint venture company within the meaning of Section 2(6) of the Act, during the year under review.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material order passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future. The company is doing reasonable growth and development.

17. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: The operations of the Company are not energy intensive. However, adequate measures for conservation have been taken to reduce energy consumption.

The Company has not absorbed any technology and invested in research and development.

During the year, Company's Earnings and Expenditure in Foreign Currency: Details of Foreign Exchange Earnings and Outgo are as follows:

Amount in Rs.

18. CORPORATE SOCIAL RESPONSIBILITY

Annual Report on Corporate Social Responsibility (CSR) containing composition of CSR Committee, CSR sepnt amount and terms of policy is provided in Annexure-II.

The Company's CSR Policy is available on our website, at www.ivaluegroup.com.

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

During the financial year 2023-24, the Company has provided loan, made investment and gurantees as follows:.

20. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complaints during the year 2023-24.

21. PARTICULAR OF EMPLOYEES

The provisions of Section 197 of the Companies Act 2013, read along with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable to Private Companies.

22. DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149(6) for appointment of Independent Directors is not applicable to the company.

23. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is uploaded on the company's website at www.ivaluegroup.com.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act.

There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions in Form AOC-2 enclosed as Annexure-III.

25. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 and 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 had prepared the annual accounts on a going concern basis;

e) the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; and

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

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has an adequate internal control system commensurate with its size and nature of its business. Management has overall responsibility for the Company's internal control system to safeguard the assets and to ensure reliability of financial records. The Company has a detailed budgetary control system and the actual performance is reviewed periodically and decisions taken accordingly.

The adequacy and effectiveness of these systems is continuously examined by Internal Auditor. Internal audit program covers all areas of activities and periodical reports are submitted to the Management. Board reviews all financial statements and ensures adequacy of internal control systems. The Company has a well-defined organization structure, authority matrix and internal rules and guidelines for conducting business transactions.

27. STATUTORY AUDITORS

Price Waterhouse & Co Chartered Accountants LLP, Chartered Accountants (Firm Registration No: 304026E/E-300009), have been appointed as Statutory Auditor of the Company on 30th September 2022 for the term of five (5) years, to hold office from the conclusion of 14th Annual General Meeting till the conclusion of the 19th AGM to be held in the year 2027.

28. AUDITORS' REPORT

The statutory auditors' report do not contain any qualifications, reservations or adverse remarks. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

During the year, the Statutory auditors have not reported any instances of frauds commited in the company by Board of Directors and officers or employees. Details in Respect of Frauds Reported by the Auditors under Section 143(12) the Companies Act:

29. MAINTENANCE OF COST RECORDS

Maintenance of Cost Records under Section 148 (1) of the Companies Act, 2013 is not applicable to our Company.

30. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

31. CHANGE IN NATURE OF BUSINESS [SECTION 134(3)(q) READ WITH RULE 8 (5)(ii) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

There is no change in the nature of business during the year 2022-23.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED AFTER THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been material changes which affect the financial position of the Company that have occurred during the year 2023-24 under review.

a. Name Change:

Subsequent to the year ended 31 March 2024, the Board of Directors of the Company in their meeting held on 12 June 2024 recommended to convert the company into a public company. Based on the recommendations of the Board, the members of the Company in its meeting held on dated 12 June 2024 approved the conversion of the company into a public company. Pursuant to the said conversion, the Company has received the certificate of incorporation consequent upon conversion to public company on 8 July 2024 under the name "IVALUE INFOSOLUTIONS LIMITED".

b. Increase in Authorised Share Capital

Subsequent to the year ended 31 March 2024, the Board of Directors of the Company vide their resolution dated 12 June 2024, recommended increase in the authorised share capital of the Company from Rs. 700 lakhs divided into 50,00,000 equity shares of Rs.10 each and 20,00,000 preference shares of Rs.10 each to Rs. 1,400 lakhs divided into 1,20,00,000 equity shares of Rs.10 each and 20,00,000 preference shares of Rs.10 each.

Based the recommendations of the Board, the members of the Company at it's meeting on 12 June 2024 approved the increase in the authorised share capital.

c. Sub-division of equity shares

Subsequent to the year ended 31 March 2024, the Board of Directors of the Company vide their resolution dated 12 June 2024 recommended a sub-division of the Company's one fully paid equity share of face value of Rs.10 each of the Company into five fully paid equity shares of face value of Rs.2 each. Based on the recommendations of the Board of Directors of the Company, the members of the Company on 12 June 2024 approved to sub-divide the capital. Pursuant to the Sub-Division of the equity shares of the Company, the authorized share capital of the Company has changed to Rs. 1,400 lakhs divided into 6,00,00,000 equity shares of Rs.2 each and 20,00,000 preference shares of Rs.10 each.

d. Bonus issue of equity shares

Subsequent to the year ended 31 March 2024, the Board of Directors of the Company vide their resolution dated 15 July 2024 recommended the Company to utilise the securities premium account to the extent of Rs. 4,21,07,150 for issuing 2,10,53,575 bonus shares in the ratio of one equity share of Rs.2 each for every one equity share of Rs.2 each held by holders of the equity shares of the Company, whose names shall appear in the Register of members or in the respective beneficiary account with their respective Depository Participants as on 19 July 2024. Based on the recommendations of the Board, the members of the Company at it's meeting on 19 July 2024 approved to utilise the amount and to issue and grant the bonus shares. On 20 July 2024, the Board has allotted the bonus shares to the existing equity shareholders of the Company.

e. Shares reserved for issue under options:

iValue Employee Stock Option Plan 2024 ("ESOP 2024" or "the Scheme"): Subsequent to the year ended 31 March 2024 the Board of Directors of the Company vide their resolution dated 12 June 2024 recommended and approved the ESOP 2024 for granting Employee Stock Options to the eligible Employees. The eligible employees for the purpose of ESOP 2024 will be determined by the Committee as prescribed under the Scheme. Pursuant to the Extraordinary General Meeting held on 12 June 2024, the shareholders approved the Scheme and subsequently the Committee have been authorized to introduce, offer, issue and allot options to eligible employees of the Company under the ESOP 2024. The maximum number of shares under this Plan shall not exceed 2,67,000 shares. These Options granted under the Scheme shall vest not earlier than minimum period of 1 (one) year and not later than maximum period of 5 (Five) years from the Grant Date. The vested Options can be exercised on the events mentioned under the Scheme.

Also the Board of Directors of the Company vide its resolution dated 12 June 2024 have cancelled the existing Employee Share Appreciation Rights Scheme.

33. STATEMENT OF INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed for a period of 7 years. Therefore, there were no funds which are required to be transferred to Investor Education and Protection Fund.

34. ICSI SECRETARIAL STANDARDS

The Company has complied with requirements prescribed under Secretarial Standards of Institute of Company Secretaries of India on the meetings of board of directors and general meetings read with applicable circulars and notifications issued by MCA.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year along with their status as at the end of the financial year as follows:

36. ACKNOWLEDGEMENT:

The Board of Directors' expresses their sincere thanks to the Company' customers, vendors, bankers and government authorities for their continued support extended to the Company during the year. We also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

Your directors also express sincere appreciation for the contribution made by employees at all levels. Our consistent growth was made possible by their hard work, cooperation and support.