Infinity Infoway Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your directors have pleasure in presenting the I8^,h Annual Report of your Company together with the
Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended,
3 I^st March. 2026.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lakhs except EPS)

Particulars		Standalone		Consolidated
		2025-26	2024-25	2025-26	2024-25
Revenue from Operations		2377.03	1319.23	2377.03	1,319.23
Other Income		69,30	29.26	69.30	29.26
Total Revenue		2446.33	1348.49	2446.33	L348.49
Cost of service consumed		186.78	146.96	186.78	146.96
Purchase of stock in trade		277.98	-	277.98
Employee Benefit Expenses		546.25	342.91	546.25	342.91
Finance Costs		5.99	3.04	5.99	3.04
Depreciation & Amortization Expense		86.27	78.27	86.27	78.27
Other Expenses		378.28	213.30	378.28	213.30
Total Expenditure		1481.55	784.48	1481.55	784.48
Profit Before Exceptional item & Tax		964.78	564.01	964.78	564.01
Less: Tax Expense	Current Tax	244.23	147.61	244.23	147.61
	Deferred Tax	19.40	-21.94	19.40	-21.94
Total Tax		263.63	125.67	263.63	125.67
Profit After Tax		701.15	438.34	701.15	438.34
Add/(less):other comprehensive income / expense
a) Item that will not be reclassified to profit & Loss Income tax in respect of above		0.35	-2.57	0.35	-2.57
b) Item that will be reclassified to profit & Loss Income tax in respect of above		-0.09	0.65	-0.09	0.65
Total Comprehensive Income		701.41	436.41	701.41	436.41
Earnings Per share: Basic		15.11	11.77	15.11	11.77
Diluted		15.03	11.77	15.03	11.77

Standalone Financial Highlights

During the financial year under review. Infinity Infoway Limited continued its growth trajectory and
delivered strong operational and financial performance driven by expansion in technology-enabled
services, improved business execution, and increased market presence.

The Revenue from Operations of the Cornpany increased significantly to Rs. 2,377.03 Lakhs during
FY 2025-26 as against Rs. 1.319.23 Lakhs in the previous financial year, registering an impressive
growth of 80.18%. The substantial increase in revenue reflects the Company''s continued focus on
digital transformation solutions, enterprise technology services, and strategic busmess expansion
initiatives.

The Total Revenue of the Company stood at Rs. 2.446.33 Lakhs as compared to Rs. 1.348.49 Lakhs
in FY 2024-25. reflecting a growth of 81.42% over the previous year. The growth was supported by
improved operational efficiency, increased customer engagements, and expansion of service
offerings across various busmess verticals.

The Company reported Profit Before Tax (PBT) of Rs. 964.78 Lakhs as against Rs. 564.01 Lakhs in
the previous financial year, registering a growth of 71.06%. The increase in profitability was mainly
attributable to strong revenue growth, better operational leverage, and efficient cost management
measures undertaken during the year.

Profit After Tax (PAT) for the year under review stood at Rs. 701.15 Lakhs as compared to Rs. 438.34
Lakhs in FY 2024-25. thereby registering a healthy growth of 59.96%. The consistent growth in
profitability demonstrates the Company’s resilient business model and sustainable operational
performance.

The Company continued to maintain a healthy financial position with controlled finance costs,
efficient utilization of resources, and improved operational margins. Employee benefit expenses
increased during the year in line with business expansion, strengthening of technical workforce, and
scaling of operations.

The Basic Earnings Per Share (EPS) increased from Rs. 11.77 in the previous financial year to Rs.
15.11 in FY 2025-26. reflecting enhanced shareholder value creation and improved earnings
performance.

Consolidated Financial Highlights

The Consolidated Financial Statements of the Company have been prepared in accordance with the
provisions of the Companies Act. 2013. applicable Indian Accounting Standards (Ind AS), and SEBI
Listing Regulations.

On a consolidated basis, the Company continued to demonstrate strong financial growth and
operational stability during the financial year under review. The consolidated performance reflects
the overall strength of the Company’s business operations together with the contribution from its
associate entity.

The Consolidated Total Revenue for FY 2025-26 stood at Rs. 2.446.33 Lakhs as against Rs. 1,348.49
Lakhs in the previous financial year, reflecting significant growth over the previous year. The
increase in consolidated revenue was primarily driven by higher operational income, expansion in
sendee capabilities, and increasing adoption of the Company’s technology-driven solutions.

The Consolidated Profit Before Tax (PBT) stood at Rs. 964.78 Lakhs as compared to Rs. 564.01
Lakhs in FY2024-25, reflecting strong operational performance and improved business scalability.

The Consolidated Profit After Tax (PAT) for FY 2025-26 stood at Rs. 701.15 Lakhs as against Rs.
438.34 Lakhs in the previous financial year. The increase in consolidated profitability indicates
sustained operational efficiency and improved financial performance across the business ecosystem.

The Consolidated Earnmgs Per Share (EPS) increased to Rs. 15.11 during FY 2025-26 as compared
to Rs. 11.77 in the previous financial year, demonstrating continued growth in consolidated earnings
and shareholder returns.

The management remains focused on strengthening the Company''s consolidated business
operations through technology innovation, strategic growth initiatives, operational efficiencies, and
long-term value creation.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT.
2013

For the financial year ended 31^s1 March. 2026. the Company had not transferred any sum to Reserve
Account. Therefore, your Company remained the balance of profit to Surplus Account.

UTILISATION OF INITIAL PUBLIC OFFER PROCEEDS

The Company raised funds of Rs. 2*200.86 Lacs through Initial Public Offering (IPO). The gross
proceeds of IPO have been utilized in the manner as proposed in the Offer Document, the details of
which are hereunder:

Sr No	Object as disclosed in the Offer Document	Amount disclosed in the Offer Document	Actual Utilised Amount	Unutilised Amount As on 31-03-2026	Remarks
1	Development of Proprietary Technology Solution called "ZEROTOUCH DaaS" (Device as a Service) ("Proposed Project")	375.00	375.00	-	NA

0 L	Purchase of new IT Infrastructure and Certification	260.56	260.56	-	NA
3	Funding of Tender Deposits and Earnest Money Deposits (EMD) towards fenders	400.00	100.00	300.00	A
4	Funding the incremental Working Capital Requirements of our Company	858.00	373.71	484.29	NA
5	General corporate purposes	307.30	-	307.30
Total		2.200.86	1.109.27	1.091.59

“The unutilised amount as on 31 st March 2026 has been temporarily parked in scheduled hank accounts
and shall be utilised for the objects stated in the Offer Document

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

The Board of Directors of Infinity Infoway Limited, after considering the financial position of the
Company, future growth plans and the need to conserve resources for business expansion, has decided
not to recommend any dividend for the financial year ended March 31.2026.

The Company has voluntarily adopted a Dividend Distribution Policy and the same is available on the
website of the Company at h(ips://infinity infoway .comdinc>toisftpohcy_ot''_compdn\

STATE OF COM PAM ^%S AFFAIRS

i	Segment-wise position of business and its operations	The Company is primarily engaged in the business of providing customized and integrated ERP software solutions and technology-enabled services for manufacturing, education, retail and other sectors.**.
% • ii	Change in status of the company	During the year under review, the status of Infinity Infovvay Ltd changed from an unlisted public company to a listed company upon successful listing of its Equity Shares on the SME Platform of BSE Limited on 08 October 2025. The listing marked a significant milestone in the growth journey of the Company and strengthened its corporate governance and regulatory framework..
A • • III	Key business developments	During the financial year under review, the Company continued to strengthen its position in the information technology and software solutions sector through various business initiatives. The key business developments during the year are summarized below: • The Company continued to expand its software development and IT-enabled serv ices, with a primary focus on Lnterprise Resource Planning (ERP) solutions for educational institutions. • The Company further strengthened its digital education solutions and Ai-enabled secure examination distribution platform by

		enhancing existing features and capabilities to meet evolving customer requirements. • The Company focused on technology upgradation and product enhancement to improve system performance, security'', scalability, and user experience across its software offerings. • The Company expanded its customer outreach and business development initiatives, resulting in strengthened relationships with educational institutions and other enterprise customers. • The Company continued to invest in innovation, research, and development to deliver technology-driven solutions aligned with the digital transformation needs of its clients. • The Company undertook various operational initiatives to improve service delivery, optimize internal processes, and enhance overall business efficiency. These initiatives have strengthened the Company''s business operations and positioned it for sustainable growth while creating long-term value for its customers and stakeholders.
iv	Change in the financial year	NA
V	Capital expenditure programmes	The Company docs not hold any specific capital expenditure programme. Capital expenditures are undertaken based on operational requirements, business expansion plans and technological development needs, and are approved by the Board of Directors from time to time. During the financial year under review, the Company made investments in capital assets aggregating to Rs. 901.24 Lakhs, comprising investment in Tangible Assets amounting to Rs. 692.98 Lakhs and Intangible Assets amounting to Rs. 208.26 Lakhs. These investments were primarily made towards strengthening the Company''s infrastructure, operational capabilities and long-term business growth.
vi	Details and status of acquisition, merger, expansion, modernization and diversification	NA
• • VII	Developments, acquisition and assignment of material Intellectual Property Rights	During the year under review. Infinity Infoway Ltd continued development of its proprietary software solutions and digital platforms, including the Al- enabled secure examination paper distribution system ZeroTouch DaaS, as disclosed to BSE Limited.

		The Company has not acquired, assigned or transferred any material intellectual property rights during the year under review.
viii	Any other material event having an impact on the affairs of the company	During the year under review, the Company launched its AI-enabled secure examination paper distribution platform, ZeroTouch DaaS, which is expected to support the Company’s business expansion in digital examination management solutions. Apart from the above, no other material event having significant impact on the affairs of the Company occurred during the year.

COMMENCEMENT OF ANY NEW BI SINESS:

During the year under review, the Company has not commenced any new line of business. The launch
of Zero! ouch DaaS represents expansion of the Company’s existing technology solutions business and
does not constitute commencement of a separate business activity.

MATERIAL CHANGES AND COMMITMENTS

During the year under review. Infinity Infoway Limited successfully completed its Initial Public
Offering (“IPO”) comprising fresh issue of 15,76.000 Equity Shares of face value of Rs. 10/- each at an
issue price of Rs. 155/- per Equity Share aggregating to Rs. 24.42 Crores and the Equity Shares of the
Company were listed on the SME Platform of BSE Limited on 8th October. 2025.

Further, the Company adopted an Employee Stock Option Scheme (“ESOP''*) covering 1,50.000 Equity
Shares in accordance with applicable provisions of the Companies Act. 2013 and SEBI regulations.

Apart from the above, there have been no other material changes and commitments affecting the
financial position of the Company between the end of the financial year and the date of this Report.

DETAILS OE REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

The Company has not revised its Financial Statements or Board''s Report during the financial year ended
March 31, 2026. Further, no revision of Financial Statements or Board''s Report was made during the
three preceding financial years under the provisions of Section 131 of the Companies Act. 2013.

LISTING OP SECURITIES WITH STOCK EXCHANGE:

?5,45,30,000/- (Rupees Five C’rorc Forty-Five Lakhs Thirty Thousand Only) divided into 54,53.000
Equity Shares of *10/- each of the Company are listed in SME Board to the stock exchanges as:

Stock Exchange, where	Scrip Symbol /
Infinity shares are listed m	Code
Bombay Stock Exchange of India Ltd.	544567

The Company has paid the requisite Annual Listing Fees to Stock Exchanges, where its securities listed.

SHARE CAPITAL STRl CTL RE OF THE COMPANY:

There is change in the capital structure during the reporting i.e. 31st March. 2026

a) Authorized Capital:

^6,50,00,000/- (Rupees Six C’rore Fifty Lakhs Only) divided into 65,00,000 Equity Shares of 110/- each.

b) Issued Capital:

^5,45,30,000/- (Rupees Five Crore Forty-Five Lakhs Thirty Thousand Only) divided into 54.53,000
Equity Shares of ¹ 10/- each.

c) Subscribed and Paid-up Capital:.

*5,45,30,000/- (Rupees Five Crore Forty-Five Lakhs Thirty Thousand Only) divided into 54.53.000
Equity Shares of ? 10/- each

During the year under review, the Company successfully completed its Initial Public Offering (“IPO '')
and allotted 15,76,000 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 155/- per
share (including premium of Rs. 145/- per share) through Fresh Issue, aggregating to Rs. 24.42 Crores.
The Equity Shares of the Company were listed on the SME Platform of BSE Limited on 8th October,
2025.

Consequent to the allotment made pursuant to the IPO, the paid-up equity share capital of the Company
increased from CL87.70.000/- comprising 38,77,000 Equity Shares to ^5.45,30,000/- comprising
54.53,000 Equity Shares.

REGISTRAR AM) SHAKE TRANSFER AGENT:

The Company has appointed Bigsharc Services Private Limited as its Registrar and Share Transfer
Agent (RTA) to handle all matters relating to share transfers, transmission, transposition,
dematerialization, rematerialization and other shareholder-related services. The appointment is effective
from 8th August, 2024.

The Company has established necessary connectivity with the deposit’ories through the Registrar and
Share Transfer Agent to facilitate prompt and efficient investor services. Shareholders are requested to
address all correspondence relating to share transfer and other investor service matters to the Registrar
and Share Transfer Agent

CREDIT RATING OF SECT RETIES

During the year under review, the Company has not obtained any credit rating in respect of its securities,
as no debt securities or other instruments requiring credit rating were issued or outstanding during the
year. Accordingly, disclosure relating to credit rating is not applicable to the Company.

BOARD OF DIRECTORS

The composition of the Board of Directors of the Company is in accordance with the provisions of
Section 149 of the Act. with an appropriate combination of Executive. Non-Executive and Independent
Directors draws fine balance of business acumen and independent judgment on Board’s decisions The
Board comprised of 6 (Six) Directors as on 3 I^s1 March, 2026. details of which are tabled below:

Sr No.	Name of Persons	Designation	Director Identification Number (DIN)
1	Dhirajlal Bhanjibhai Gadhethariya	Chairman & Whole Time Director	07199208
2	Bhaveshkumar Dhirajlal Gadhethriya	Managing Director	01453088
3	Rinaben Bhaveshkumar Gadhethariya	Non-Executive Director	07199195
4	Nikunj Vrajlal Gajera	Whole-time director	10481122
5	Hitesh Haribhai Atkotiya	Independent Director	10736954
6	Sriharsha Narasimhan	Independent Director	09215050

RETIREMENT BY ROTATION AND RE-APPOINTMENT

Pursuant to the provisions of Section 152 of the Companies Act. 2013 read with the Companies
(Appointment and Qualification of Directors) Rules. 2014 and the Articles of Association of the
Company. Mr. Dhirajla! Gadhethriya (DIN: 07199208), Chairman Cum Whole-time Director of the
Company, being liable to retire by rotation at the ensuing Annual General Meeting and being eligible,
has offered himself for re-appointment

The Board of Directors recommends his re-appointment for approval of the Members at the ensuing
Annual General Meeting. Brief details of Mr. Dhirajlal Gadhethriya. as required under Secretarial
Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations. 2015. arc provided in the Notice
convening the Annual General Meeting.

CHANGE IN DESIGNATION OF DIRECTORS DURING THE FINANCIAL YEAR 2025-26

There was no change in the designation of Directors during the financial year 2025 26. All Directors
continued in their respective roles as on the beginning of the year.

DISC LOSt RE BY DIRECTORS:

All the Directors on the Board have submitted disclosures as required under the provisions of the
Companies Act. 2013. The Directors have furnished: ¹

INDEPENDENT DIRECTORS AND DECLARATION l NDEk SEC TION 149(6)

During the financial year ended 31 March 2026, Infinity Infoway Limited continued to maintain the
required composition of the Board with Independent Directors in compliance with the provisions of the
Companies Act. 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

Sriharsha Narasimhan and ilitesh Haribhai Atkoliya continued to serve as Independent Directors during
the year under review. The Board confirms that the composition of Independent Directors is in
compliance with the applicable provisions of Section 149 of the Companies Act, 2013 and Regulation
17 of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations. 2015.

The Company has received declarations from all Independent Directors pursuant to Section 149(7) of
the Companies Act. 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations. 2015 confirming that they meet the criteria of independence prescribed
under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI Listing
Regulations.

The Independent Directors have also confirmed compliance with the Code for Independent Directors as
prescribed under Schedule IV of the Companies Act. 2013. In the opinion of the Board, all Independent
Directors possess the requisite integrity, expertise and experience and fulfill the conditions specified
under the Companies Act, 2013 and the SEBI Listing Regulations and are independent of the
management.

In terms of Section 150 of the Companies Act. 2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules. 2014. the Independent Directors have confirmed that their names
are included in the databank maintained by the Indian Institute of Affairs and that they have complied
with the applicable proficiency requirements as prescribed under the said rules.

The Company has adopted a Code of Conduct applicable to the Directors and Senior Management
Personnel. The said Code is available on the Company''s website:
htins: intinitvinfowav.com Investors^policv of company. All Board members and Senior
Management Personnel have affirmed compliance with the Code during the year.

The Company also conducts familiarization programmes for Independent Directors on an ongoing basis
to update them on business operations, industry developments, statutory¹ changes and governance
practices. The details of such familiarization programmes are available on the Company''s website.

Independent Directors:

Declaration under Section 149(6):

The Company has received declarations from all the Independent Directors of the Company confirming
that they meet with the criteria of the independence as laid down under section 149(6) of the Companies

Act, 2013 and under Regulation I6( l)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations. 2015. In accordance with the provisions of the Companies Act, 2013. none of the
Independent Directors is liable to retire by rotation, they have complied with the Code for Independent
Directors prescribed in Schedule IV of the Companies Act, 2013.

In terms of Section 150 of the Companies Act. 2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014. Independent Directors of the Company have confirmed that
they have registered themselves with the databank maintained by The Indian Institute of Corporate
Affairs, Manesar (“1ICA”). The Independent Directors are also required to undertake online proficiency
self-assessment test conducted by the MCA within a period of 2 (two) years from the date of inclusion
of their names in the data bank, unless they meet the criteria specified for exemption. “All Independent
Directors have complied with the applicable proficiency requirements prescribed under the Rules."

In the opinion of Board. Independent Directors fulfill the conditions specified in Companies Act, 2013
read with schedules and rules thereto as well as SEBI (Listing Obligations and Disclosure Requirements)
Regulations. 2015 and Independent Directors are independent of management.

The Company has a Code of Conduct for the Directors and Senior Management Personnel. This Code
is a comprehensive code applicable to all Directors and members of the Senior Management. A copy of
the Code has been pul on the Company''s website

https://infinity i n low a v.com/l n vestorsffpol ic y o f company

The Code has been circulated to all the Members of the Board and Senior Management Personnel and
they have affirmed compliance of the same.

Formal Ipdation Programs for Independent Directors:

The Company conduct familiarization and Updation programs for independent directors on need basis.
Conducted by knowledgeable persons from time to time. The Policy of Familiarization has been placed
at www .infinity iiifowav.com

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act. 2013 read with

the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. the

following were designated as Key Managerial Personnel of Infinity Infoway Limited during the

financial vear ended 31 March 2026.

*

During the year under review, there was no change in the Key Managerial Personnel of the Company,
except change in the Chief Financial Officer. All other Key Managerial Personnel continued in their
respective positions during the year.

Sr. No.	Name	Designation
1	Mr. Dhirajlal Bhanjibhai Gadhethriya	Chairman cum Whole Time Director
2	Mr. Bhaveshkumar Dhirajlal Gadhethriya	Managing Director
3	Mr. Nikunj Vrajlal Gajera	Wholetime Director
4	Mrs Paras Kishan Vaishnav (Appointed w.e.f 25,h October, 2025	Chief Financial officer
5.	Mrs. Bharti G. Ajudiya	Company Secretary & Compliance Officer

Noting:

During the year under review. Mr.Nishant A. Parekh resigned from the office of Chief Financial
Officer (KMP) of Infinity Infoway Ltd with effect from 25th October. 2025. The Board appreciates the
contributions made during the tenure.

During the year under rev iew. Mrs Paras K. Vaishnav appointed as a Chief Financial Officer (KMP)
of Infinity Infoway Ltd with effect from 25th October. 2025.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met regularly during the financial year to discuss and decide
various matters relating to business operations, corporate governance, policies, strategies and other
business matters. The meetings were convened in compliance with the provisions of the Companies Act.
2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

During the financial year under rev iew. Sixteen (16) Board Meetings were held. The details of the
meetings and attendance of Directors are as under:

SN	Date of Meeting	Board Strength	No. of Directors Present
1	15-05-2025	6	6
2	05-06-2025	6	5
3	11-07-2025	6	5
4	28-07-2025	6	5
5	31-07-2025	6	6
6	19-08-2025	6	6
7	06-09-2025	6	5
8	15-09-2025	6	5
9	i 8-09-2025	6	6
10	29-09-2025	6	6
11	04-10-2025	6	6
12	06-10-2025	6	6
13	07-10-2025	6	6
14	25-10-2025	6	5
15	12-11-2025	6	5
16	29-01-2026	6	5

General Meetings

During the financial year under review, the following General Meelines of the Members were held:

Sr. No.	Type of meeting	Date of Meeting
1	Extra Ordinary General Meeting	21-05-2025
2	Annual General Meeting	07-08-2025
3	Extra Ordinary General Meeting	15-09-2025

Attendance In AGM/EGM of Directors During year

Sr No	Name of Director	Date of EGM
		21/05/2025	07/08/2025	15/09/2025
1	Bhaveshkumar D. Gadhethriya	?	?	?
2	Rinaben B. Gadhethriya		?	/
3	Dhirajlala B. Gadhethriya	S		?
4	Nikunj Vrajlal Gajera	V	?	V
5	Sriharsha Narasimhan	?		?
6	llitesh Haribhai Atkotiya	/	?	V
	% OF EGM in Attendance	100	100	100

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

SN	Name of Director	Board Meeting			All Committee Meeting			ACM 07/08/2025
		No of Meeting held	No of Meeting attended	%	No of Meeting held	No of Meeting attended	%
1	Bhaveshk umar Dh i rajlal Gadhethriya	16	16	100	8	8	100	Yes
2	Rinaben Bhaveshkumar Gadhethariya	16	16	100	5	5	100	Yes
3	Dhirajlala Bhanjibhai Gadhethriya	16	15	100	-	-	-	Yes
4	Nikunj Vrajlal Gajera	16	16	100	3	3	100	Yes
5	Sriharsha Narasimhan	16	12	75	10	10	100	Yes
6	Hitesh Haribhai Atkotiya	16	15	94	12	12	100	Yes

SHAREHOLDING OF DIRECTORS AND KMP

Sr No	Name of Directors & KMP	Designation	No. of shares held as on March 2026
l	Bhaveshkumar Dhirajlal Gadhethriya	Managing Director	2651981
2	Rinaben Bhaveshkumar Gadhethariya	Non-Executive Director	361000
3	Dhirajlala Bhanjibhai Gadhethriya	Chairman Cum wholctime Director	722000
4	Nikunj Vrajlal Gajera	Wholctimc Director	10
5	Sriharsha Narasimhan	Non-executive Independent Director	0
6	Hitesh Haribhai Atkotiya	Non-executive Independent Director	0
7	Bharti Ajudiya	Company Secretary'' & Compliance Officer	SOO
8	Paras Vaishnav	Chief Financial Officer	0

COMMITTEES ()l THE BOARD:

The following Committees constituted by the Board function according to their respective roles and
defined scope in terms of the provisions of the Companies Act, 2013 & SEB1 (LODR) Regulations 2015
read with rules framed thereunder and pursuant to provision of Sexual I Iarassmcnt of Women at
Workplace (Prevention, Prohibition and Redressal) Act. 2013:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

• Complaints Committee for Sexual I Iarassmcnt Complaints Redressal

• Corporate Social Responsibility committee

Details committee as below:

I. COMPOSITION OF AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act. 2013 and applicable provisions of SEB1
(LODR) Regulations, the Board of Directors of Infinity Infoway Limited has constituted the Audit
Committee. The composition of the Audit Committee is in conformity with the applicable statutory
provisions.

The audit committee comprised by the following person:

Name of the Director	Designation	Nature of Directorship
Hitesh Haribhai Atkotiya ¦	Chairman	Independent Director
Sriharsha Narasimhan	Member	Independent Director
Bhaveshkumar Dhirajlal Gadhethriya	Member	Managing Director

Meetings and Attendance:

During the Financial Year 2025-26. the Meeting of Audit Committee was held 05 (Five). The details of
the attendance of the Members at these Meetings are as follows:

Sr. No	Name of Director	15.05.2025	05.06.2025	31.07.2025	12.11.2025	29.01.2026
1	Hitesh Haribhai Atkotiya	/		/	/	V
2	Sriharsha Narasimhan	/		/		/
3	Bhaveshkumar Dhirajlal Gadhethriya			/		/

2. CONSTITCTION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted in compliance with the
provisions of Section 178 of the Companies Act, 2013 and applicable rules made thereunder.

During the year under review, the Committee comprised the following members:

Name of the Director	Designation	Nature of Directorship
Hitesh Haribhai Atkotiya	Chairman	Independent Director
Sriharsha Narasimhan	Member	Independent Director
Rinaben Bhaveshkumar Gadhethariva	Member	Non-Executive Director

The Nomination and Remuneration Policy of the Company is in line with the provisions of Section
178(3) of the Companies Act. 2013 and covers criteria relating to appointment, remuneration,
qualifications, positive attributes and independence of Directors. Key Managerial Personnel and Senior
Management Personnel.

Meeting & Attendance:

During the year under review. Nomination and Remuneration Committee meetings had met 4 (Four)
time.

Sr. No	Name of Director	15.05.2025	19.08.2025	25.10.2025	29.01.2026
1	Hitesh Haribhai Atkotiya	>/		?	?
2	Sriharsha Narasimhan	s/	V	/	?
3	Rinaben Bhaveshkumar Gadhethariva	?	?	/	?

The Company has constituted Stakeholder''s Relationship Committee in compliance with the
requirements of Section 178 (5) of the Companies Act. 2013 and Regulation 20 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations. 2015.

The composition of the Committee meets the requirements of Regulation 20 of the Listing Regulations.
As on the date of this report, the Committee comprises the following Directors:

Name of the Person	Designation	Designation in Committee
Sriharsha Narasimhan	Independent Director	Chairman
Hitesh Haribhai Atkotiva	Independent Director	Member
Nikunj Vrajlal Gajera	Wholetime Director	Member

Meeting & Attendance:

During the year under review. Stakeholders Relationship Committee meetings had met 1 (One) time

Sr. No	Name of Director	28/03/2026
l	Sriharsha Narasimhan	?
2	Hitesh Haribhai Atkotiva •	?
3	Nikunj Vrajlal Gajera	/

4. Constitution of Internal Complain Committee

For the prevention, prohibition and redressal of sexual harassment and discrimination at
workplace, we have formed the internal complains committee. The committee is chaired by the
senior most woman member of the organization. We comply with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013. There
were zero cases of discrimination during the reporting period.

The Complaints Committee for Sexual Harassment Complaints Redressal comprises of
following Directors:

Name of the Person	Designation	Designation Committee
Rinabcn Bhavcshkumar Gadhethariva w	Non-Executive Director	Chairman
Bhavcshkumar Dhirajlal Gadliethariya	Managing Director	Member
Bhartiben Girdharbhai Ajudiya	Company secretary & Compliance officer	Member
Pooja Surashbhai Vaghasiya	External Member	Member

Meeting & Attendance:

During the year under review, Internal Complain Committee meetings had met 1 (One) time i.e. on
Saturday, 9th March, 2026

Sr. No	Name of Director	09.03.2026
1	Rinabcn Bhavcshkumar Gadhethariva	?
2	Bhavcshkumar Dhirajlal Gadhethariva
3	Bhartiben Girdharbhai Ajudiya	/

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act,
2013 became applicable to the Company during the year under review. Accordingly, the Board of
Directors has constituted the Corporate Social Responsibility (CSR) Committee in compliance with the
provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

During the year under review, the CSR Committee comprised the following members:

Name of the Director	Designation	Nature of Directorship
Hitcsh Haribhai Atkotiya	Chairman	Independent Director
Nikunj Vrajlal Ciajera	Member	WholetimeDirector
Bhaveshkumar Dhirajlal Gadhethriya	Member	Managing Director

The CSR Committee is entrusted with the responsibility of formulating and recommending the CSR
Policy, recommending the amount of expenditure to be incurred on CSR activities and monitoring the
CSR projects/programmes undertaken by the Company in accordance with the provisions of the
Companies Act, 2013.

During the year under review, CSR Committee meetings had met 2 (Two) times.

Sr. No	Name of Director	18-09-2025	30-03-2026
1	Hitesh Haribhai Atkotiya		y
2	Nikunj Vrajlal Gajera	?	y
3	Bhaveshkumar Dhirajlal Gadhethriya	y

6. INDEPENDENT DIRECTOR MEETING

The Independent directors met once during the financial year 2025-26 as on Wednesday 18^th March,
2026 All the Independent director were present and die meeting was conducted without the attendance
of non-independent directors and members of the management.

During the vear under review, ID Committee meetings had met I (One) times.

Sr. No	Name of Director	I8''h March, 2026
1	Hitesh Haribhai Atkotiya	?
2	Sriharsha Narasimhan	?

At this meeting the Independent Directors:

(i) review the performance of non independent directors and the Board as a whole;

(ii) review the performance of the Chairperson of the company, taking into account the views of
executive directors and non-executive directors: and

(iii) assess the quality, quantity and timeliness of flow of information between the company
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.

CHANGE IN REGISTERED QU ICK

During the financial year under review, there was no change in the Registered Office of the Company.

EMPLOYEE STOCK OPTION SCHEME ("INFINITY INFOWAY LIMITED EMPLOYEE
STOCK OPTION SCHEME 2025")

The Members of the Company approved the ‘‘Infinity Infoway Limited Employee Stock Option Scheme
2025" (“ESOP Scheme 2025") on May 21. 2025 in accordance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021. with the objective of rewarding, motivating and retaining eligible employees and aligning their
interests with the long-term growth of the Company.

Under the Scheme, the Company created a pool of 1.50,000 Equity Shares tor grant of stock options to
eligible employees and Directors of the Company.

Pursuant to the terms of the Scheme, the Nomination and Remuneration Committee and the Board of
Directors approved grant of stock options to eligible employees on August 19. 2025 and January 29.
2026.

During the financial year under review, no slock options granted under the Scheme were vested,
exercised or converted into Equity Shares of the Company.

The disclosures as required under the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 are available on the website of the Company. The Company has also obtained a
certificate from the Secretarial Auditor confirming that the Scheme has been implemented in accordance
with the applicable SEBI Regulations and the resolutions passed by the Members of the Company.

POLICY ON CODE OF CONDUCT:

The Board of Directors of the Company lias adopted separate Codes of Conduct for the Board Members
and Senior Management Personnel of the Company. The said Codes lay down the standards of ethical
conduct, integrity and compliance to be followed by the Directors and employees of the Company in the
discharge of their duties and responsibilities. The Code of Conduct is applicable to all Directors and
employees of the Company irrespective of their location and functions.

The Policy on Code of Conduct is available on the website the Company''s website at

https://inllnityinfoway.eom/Investors#policy of company

POLICY FOR DETERMINATION OF MATERIALITY OF ANY EVENT/ INFORMATION:

The Company has adopted a Policy lor Determination of Materiality of Events and Information in
accordance with the requirements of Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy lays down the framework for identification and disclosure
of material events and information to the Stock Exchange(s) to ensure timely and adequate dissemination
of information.The said Policy has been placed on the Company''s website at
https:/''infinity infoway.eom/lnvestors#policy _of^company

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Company has framed and adopted a Nomination and Remuneration Policy in accordance with the
provisions of Section 178 of the Companies Act. 2013 and applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Policy provides the framework for
selection, appointment and remuneration of Directors, Key Managerial Personnel (“KMP") and Senior
Management Personnel of the Company.

The Policy also lays down the criteria for determining qualifications, positive attributes, independence
of Directors and other matters as provided under Section 178(3) of the Companies Act. 2013.

The Nomination and Remuneration Policy has been placed on the website of the Company at

https^infinitvinfoway.com''lnvcstors^policv of company

ARCHIVAL POLICY:

As per the said Policy, the events or information disclosed by the Company to the Stock Exchange(s)
pursuant to Regulation 30 of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations,
2015 arc hosted on the website of the Company for a minimum period of five years from the date of
such disclosure and thereafter as per the archival requirements and statutory provisions applicable to the
Company. Archival Policy has been placed on the Company''s website at;
htlp$:/infinitvinibway.coni/lnveslors#poliev of company

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES:

The Company lias adopted a Policy for Determining Material Subsidiaries in accordance with the
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. The
Policy provides the framework for identifying material subsidiaries of the Company and lays down the
governance mechanism applicable to such subsidiaries.. Policy on determining Material Subsidiaries has
been placed on the C ompany''s website at: hnps://infinityinfoway.com/Invcstors#policv of company

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(0) and (10) of the Companies Act, 2013. Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 9A of the
SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has established a Vigil
Mechanism / Whistle Blower Policy for Directors, employees and other stakeholders to report genuine
concerns relating to unethical behaviour, actual or suspected fraud, violation of the Company''s Code of
Conduct, leak or suspected leak of Unpublished Price Sensitive Information (“UPSI") or any other
improper activities without fear of retaliation or victimization.

The Policy provides for adequate safeguards against victimization of persons who avail such mechanism
and also ensures direct access to the Chairperson of the Audit Committee in appropriate cases. The
Company investigates all protected disclosures in an impartial manner and takes suitable action to ensure
that the highest standards of confidentiality, professional and ethical conduct are maintained.

flic policy on vigil mechanism of the company is also available on the website of the company at

h tt ps:/i intlnirv in fownv.com'' 1 n vc stors^po 1 icy of com pa n v

CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a comprehensive Code of Conduct for regulating, monitoring, and reporting
trading activities of designated persons and their immediate relatives in accordance with the
requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The said Code also lays down the principles governing fair disclosure of Unpublished
Price Sensitive Information (UPSI), including practices and procedures to ensure timely, adequate, and
uniform dissemination of such information.

The Company has maintained a Structured Digital Database (“SDD") in compliance with Regulation
3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 containing details of persons with
whom Unpublished Price Sensitive Information (“UPSI") is shared, along with the nature of UPSI
shared and other prescribed particulars. The database is maintained with adequate internal controls,
security measures and audit trail mechanisms to ensure confidentiality and regulatory compliance.The
Code is aimed at preventing insider trading, maintaining transparency, and ensuring market integrity,
and is available on the Company’s official website at
https://infinityinfoway.com In vestorsftpohey_o [''company

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the financial year 2025-26, the Company duly implemented all applicable corporate actions in
compliance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations. 2015. and other applicable laws and regulations. All requisite
filings, intimations and reporting with the concerned authorities, stock cxchangc(s), depositories and
other regulatory agencies were completed within the prescribed timelines. Accordingly, there was no
instance of failure or delay in implementing any corporate action during the year under review.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there were no funds which were required to be transferred to Investor Education and Protection Fund
(IEPF),

BOARD EVALUATION / PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of the
Board, its Committees and individual Directors was carried out during the financial year under review.
The evaluation was conducted considering various aspects relating to the functioning of the Board and
Committees, including:

• Composition and structure of the Board and Committees:

• Effectiveness of Board and Committee meetings:

• Participation and contribution of Directors;

• Strategic guidance and decision-making process;

• Timely flow of information to the Board; and

• Compliance and corporate governance practices.

The performance of individual Directors was evaluated on the basis of their attendance, preparedness,
participation in deliberations, professional expertise and overall contribution to the affairs of the
Company.

A separate meeting of Independent Directors was held to evaluate the performance of the Non-
Independent Directors, the Chairperson and the Board as a whole. The Board expressed satisfaction with
the overall functioning and effectiveness of the Board, its Committees and individual Directors during
the year under review.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2)
and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is not applicable to the Company, as none of the employees of the Company was in receipt of
remuneration exceeding the limits prescribed under the said Rules during the financial year under
review.

Further, the disclosures as required under Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 form part of this Board''s Report as Anncxure - III.

DIRECTORS* RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms
that-

(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the
applicable accounting standards have been followed along with proper explanation relating to
material departures, if any

(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 lair view of the
state of affairs of the Company at the end of the financial year and of the profit of the Company
for that period;

(c) The directors had taken proper and sufficient care tor 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; and

(e) he 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.

(0 the directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and dial such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls commensurate with the size, scale and
complexity of its operations. The Company has designed and implemented a robust internal financial
control framework to ensure orderly and efficient conduct of business, safeguarding of assets, prevention
and detection of frauds and errors, accuracy and completeness of accounting records and timely
preparation of reliable financial information.

Pursuant to Section I34(5)(e) of die Companies Act, 2013 and Rule 8(5)(viii) of the Companies
(Accounts) Rules. 2014. the Board is of the opinion that the Company has adequate Internal Financial
Controls with reference to the Financial Statements and that such controls are operating effectively.

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

The following measures have been adopted by the Company to ensure adequacy and effectiveness of
Internal Financial Controls:

1. The Internal Financial Control systems are commensurate with the nature and size of the
Company’s business operations.

2. The Company has established appropriate procedures and mechanisms for ensuring compliance
with applicable laws and statutory requirements on a regular basis.

3. All financial and operational transactions are approved in accordance with the Delegation of
Authority framework approved by the Management and the Board, which is reviewed
periodically.

4. The Company has an effective internal audit system to evaluate the adequacy and effectiveness
of internal controls, risk management and governance processes.

5. Periodic audits and reviews are conducted to monitor financial reporting processes, safeguarding
of assets and compliance mechanisms. The findings and recommendations of the Internal
Auditors are placed before the Audit Committee and the Board for review and necessary
corrective actions.

6. Physical verification of fixed assets is carried out periodically and no material discrepancies were
noticed during the year under review.

REPORTING OF FRAU PS BY AUDITORS SUB SECTION (12) OF SECTION 143 OF
C OMPANIES ACT 2013

During the financial year ended March 31, 2026, the Statutory Auditors of the Company have not
reported any frauds under Section 143( 12) of the Companies Act, 2013 committed against the Company
by its officers or employees to the Audit Committee, Board or the Central Government.

INFORMATION ASSOCIATE COMPANY (together referred as Group Company)

The Company does not have any subsidiary or joint venture company during the financial year under
review. However, the Company has one Associate Company namely Infinity Transoft Solution Private
Limited in which the Company holds 49.42% of the equity share capital.

In accordance with the provisions of the Companies Act. 2013 and applicable Accounting Standards,
the Consolidated Financial Statements of the Company together with its Associate Company form part
of this Annual Report.

A statement containing salient features of the financial statements of the Associate Company in Form
AOC-1 pursuant to Section 129(3) of the Companies Act. 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014 is attached as Annexure 11 to this Report.

PUBLIC DEPOSITS

During the financial year under review, the Company has not accepted any deposits from the public
within the meaning of Sections 73 to 76 of the Companies Act. 2013 read with the Companies
(Acceptance of Deposits) Rules. 2014. Accordingly, the provisions relating to acceptance of deposits
are not applicable to the Company.

However the company has taken unsecure loan from the Director and relative which is duly reflected in
Note No.40 of the Financial Statement.

PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS AND SECURITIES

Pursuant to the provisions of Section 186 of the Companies Act. 2013. particulars of loans granted,
guarantees given, securities provided and investments made by the Company, wherever applicable, arc
disclosed in the notes forming part of the Financial Statements

DOWNSTREAM INVESTMENT:

During the financial year 2025-26, the Company did not receive any Foreign Direct Investment (FDI).
Consequently, the provisions relating to downstream investment under the Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019. were not applicable to the Company. Accordingly,
the Company did not make any downstream investment during the year under review.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the financial year under review were in the ordinary
course of business and on an arm''s length basis and were in compliance with the applicable provisions
of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations. 2015.

During the year, the Company had not entered into any materially significant Related Party Transactions
with Promoters, Directors, Key Managerial Personnel or other related parties which could have a
potential conflict with the interest of the Company.

All Related Party Transactions were placed before the Audit Committee and the Board for review and
approval, wherever applicable. The disclosures as required under the applicable Accounting Standards
and provisions of the Companies Act. 2013 are provided in the Notes forming part of the Financial
Statements.

Further, particulars of contracts or arrangements with related parties referred to in Section 188( 1) of the
Companies Act. 2013 in the prescribed Form AOC-2 are annexed to this Report as Annexure -I

BUSINESS RESPONSIBILITY REPORT:

During the year under Review, the Report on Business Responsibility is not applicable to the company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules. 2014, the Corporate Social Responsibility (“CSR”)
provisions are applicable to the Company during the financial year under review.

In compliance with the applicable provisions, the Board of Directors has constituted a Corporate Social
Responsibility Committee (“CSR Committee”) and approved the Corporate Social Responsibility Policy
of the Company. The CSR Committee formulates and recommends to the Board, the CSR Policy and
monitors the CSR activities undertaken by the Company from time to time.

The Company believes in operating its business in a socially responsible manner and remains committed
towards sustainable development and inclusive growth. During the year under review, the Company has
undertaken CSR initiatives in accordance with the approved CSR Policy and the prescribed provisions
of the Companies Act. 2013.

The CSR Policy of the Company is available on the website of the Company at

https://infinitvinfowav,com1nvcstors#policv of company

The Annual Report on CSR activities containing details of the composition of CSR Committee. CSR
expenditure and other prescribed disclosures pursuant to Section 135 of the Companies Act. 2013 and
Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules. 2014 is annexed to this Report
as Annexure TV

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report containing, inter
alia, an overview of the industry, business performance, operational performance, opportunities, threats,
risks and concerns, and future outlook of the Company forms part of this Annual Report as “Annexure
- V”.

CONSERVATION OE ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules. 2014 relating to Conservation of Fnergv, Technology Absorption and
Foreign Exchange Earnings and Outgo is furnished below

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
> the steps taken or impact on conservation of energy:	The Company is taking due care for using electricity in the office and its branches. The company usually takes care lor optimum utilization of energy. No capital investment on energy Conservation equipment made during the financial year.
> the steps taken by the company for utilizing alternate sources of energy;
> the capital investment on energy conservation equipment;
B) TECHNOLOGY ABSORPTION:
> the efforts made towards technology absorption;	NA
> the benefits derived like product improvement, cost reduction, product development or import substitution;	NA
> in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NA
(a) the details of technology imported:
(b) the year of import;
(c) whether the technology been fully absorbed:
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over
> the expenditure incurred on Research and Development	NA
(c FOREIGN EXCHANGE EARNINGS AND OUTGO:)
> The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual out Hows	NIL

RISK MANAGEMENT

The Company has established a robust Risk Management framework for identification, evaluation,
monitoring and mitigation of various business, operational and financial risks. The Board of Directors
periodically reviews the key risks affecting the business and the effectiveness of the mitigation measures
adopted by the Company.

Considering the nature of the Company’s business and technology driven operations, the management
continuously evaluates risks relating to technological changes, cyber security threats, data protection,
information security, client dependency, competition, regulatory compliance and operational matters.
The Company also monitors emerging risks associated with evolving digital technologies and Artificial
Intelligence (AT) driven business environments which may impact business processes, service delivery
and market dynamics.

j

To mitigate such risks, the Company has implemented appropriate internal control systems, data security
mechanisms, access controls, backup procedures and compliance monitoring processes. The Company
also undertakes periodic review of its IT systems and operational processes to ensure business
continuity, safeguarding of assets and protection of stakeholder interests. The Company believes that an
effective risk management framework strengthens corporate governance and supports sustainable
business growth and operational resilience.

REGULATORY ACTION

During the financial year under review, no significant or material orders were passed by any Regulators,
Courts or Tribunals impacting the going concern status of the Company or its future operations.

STATUTORY AUDITORS AND THEIR REPORT

M/s. Keyur Shah & Associates, Chartered Accountants (Firm Registration No. 333288W), were
appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 26th
September, 2024, for a term of five consecutive years to hold office until the conclusion of the Annual
General Meeting to be held for the financial year ending 31st March. 2029. Accordingly, they continue
to hold office as the Statutory Auditors of the Company.

The Company has received a certificate from the Statutory Auditors confirming that they continue to
satisfy the eligibility criteria prescribed under Section 141 of the Companies Act, 2013 and are not
disqualified from continuing as the Statutory Auditors of the Company.

Hie Statutory Auditors have issued their Audit Report on the Standalone Financial Statements of the
Company for the financial year ended 31st March. 2026. The Audit Report docs not contain any
qualification, reservation, adverse remark or disclaimer, and therefore docs not call for any explanation
or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

SECRETARLVL AUDITORS

flic Secretarial Audit Report for the financial year ended March 31,2026 contains certain observations.
The manauement''s comments on the observations are as under:

Observation I: The Secretarial Auditor observed that Form MGT-14 in respect of the Special
Resolution passed under Section 198 of the Companies Act. 2013 was filed with the Registrar of
Companies after the prescribed timeline and with additional fees.

Management Comments: The delay in filing of Form MGT-14 was inadvertent and occurred due to
administrative oversight. The Company subsequently completed the filing along with the applicable
additional fees. The management has strengthened its internal compliance monitoring mechanism to
ensure timely statutory filings going forward.

Observation 2: The Secretarial Auditor observed that the Company granted stock options to eligible
employees after listing of its equity shares on the Stock Exchange. However, prior shareholders’
approval/ratification of the scheme, as required under Regulation 12(3) of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021. had not been obtained.

Management Comments: The Company had granted stock options to eligible employees under its
ESOP Scheme after listing with the objective of employee retention, motivation and alignment of
employee interests with the long-term growth of the Company. The options granted were only in the
nature of a grant and no options had vested, been exercised or resulted in allotment of equity shares
during the period under review. Upon noting the requirement under Regulation 12(3) of the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021. the Company initiated steps to obtain
the requisite shareholders'' approval/raiilication. The necessary resolution has been proposed for
approval of the shareholders and the Company shall ensure compliance with all applicable regulatory
requirements going forward

Observation 3: The Secretarial Auditor observed that the appointment of the Internal Auditor was made
after the prescribed timeline under the Companies Act. 2013.

Management Comments: The requirement for appointment of an Internal Auditor became applicable
to the Company upon listing of its equity shares on the Stock Exchange on October 8, 2025. Post list ing,
the Company undertook the process of identifying and evaluating suitable profcssionals/fimis
possessing the requisite qualifications and experience to carry out the internal audit function.
Consequently, the appointment could not be completed within the prescribed timeline. The Company
has since appointed the Internal Auditor and has taken necessary steps to ensure timely compliance with
all applicable statutory and regulatory requirements going forward.

INTERNAL AUDIT:

The Company did not have an Internal Auditor during the financial year ended March 31. 2026.
Accordingly, no Internal Audit Report was received for the year under review. Subsequent to the close
of the financial year, the Board of Directors appointed an Internal Auditor on 04 May 2026. The Internal
Auditor shall carry out internal audits in accordance with the applicable provisions of the Companies
Act, 2013, and submit reports to the Audit Committee and the Board on a periodic basis.

COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act. 2013 read with the Companies (Cost
Records and Audit) Rules, 2014. maintenance of cost records and requirement of cost audit arc not
applicable to the Company during the financial year under review.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 (1BC)

During the financial year under review, no application was made or proceeding initiated against the
Company under the Insolvency and Bankruptcy Code, 2016 and therefore no disclosure is required in
relation to the same.

ANNUALRETURN

The copy of Annual Return as required under section 134(3) of the Companies Act, 2013. is available
on Company''s website i.c https: infinityinfoway.com Invcstorsflannual return for the kind perusal and
information.

DISCLOSURE UNDER HIE SEXUAL HARASSMENT OI WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013 AM) THE MATERNITY
BENEFIT ACT. 1%1

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the
requirements of the Sexual Harassment ofWomen at Workplace (Prevention. Prohibition and Redressal)
Act. 2013. An Internal Complaints Committee (''ICC”) has been constituted for redressal of complaints
relating to sexual harassment at workplace. The Policy is applicable to all employees of the Company
including permanent, temporary, contractual and trainee employees.

During the Financial Year under review, no complaints relating to sexual harassment were received by
the Internal Complaints Committee

Details of complaints received and disposed of under the Sexual Harassment of Women at Workplace
(Prevention. Prohibition and Redressal) Act, 2013

Particulars	Number of Cases
Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the financial year	Nil
Number of complaints disposed of during the financial year	Nil
Number of complaints pending at the end of the financial year	Nil

GENDER-WISE COMPOSITION OF EMPLOYEES:

Pursuant to the applicable disclosure requirements, the gender-wise composition of the Company''s
workforce as on 31st March, 2026 is as follows:

1 S. No.	Particulars	No. of Employees
1	Male Employees	97
*)	Female Employees	59
3	Transponder Employees	0
	Total	156

The Company is committed to providing a lair, safe and inclusive work environment and follows the
principle of equal opportunity in employment. Recruitment and employment decisions are based on
merit, qualifications and business requirements, without discrimination on the basis of gender or any
other protected characteristic.

HI MAN RESOURCES AND INDI''STRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas
of the business. The Company has a structured induction process at all locations and management
development programs to upgrade skills of managers. Objective appraisal systems based on key result
areas (K.RAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning
and organizational development. This is a part of our Corporate HR function and is a critical pillar to
support the organization’s growth.

HEALTH. SAFETY AND ENVIRONMENT PROTECTION

The Company is committed to providing a safe, healthy and environmentally sustainable workplace for
all its employees and stakeholders. The Company complies with all applicable health, safety and
environmental laws and takes appropriate measures for occupational health and workplace safety.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1%1

The Company has complied with the applicable provisions of the Maternity Benefit Act. 1961 during
the financial year 2025-26. The Company remains committed to providing a safe, supportive and
inclusive work environment for its women employees and extends all statutory benefits as prescribed
under the said Act.

During the financial year under review, eligible women employees who applied for maternity leave were
granted maternity benefits in accordance with the prov isions of the Act. The Company also continued
to ensure necessary support measures and compliance with applicable labour laws relating to employee
welfare.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, namely SS-1 relating to Meetings
of the Board of Directors and SS-2 relating to General Meetings, issued by the Institute of Company
Secretaries of India rlCSF) pursuant to the provisions of the Companies Act, 2013, during the financial
year under review.

CORPORATE GOV ERNANCE

The Company believes that good Corporate Governance is essential for achieving long-term corporate
goals and enhancing stakeholders'' value. The Company is committed to maintaining high standards of
transparency, accountability, integrity and ethical business practices in all its Operations and dealings.

The Board of Directors continuously strives to adopt and follow best governance practices to ensure
protection of the interests of all stakeholders and sustainable growth of the Company.

As the Company is listed on the SME Platform of the Bombey Stock Exchange, the compliance with
Corporate Governance provisions as specified under Regulations 17 to 27 and Clauses (b) to (i) and (t)
of Regulation 46(2) and Paras C. D and E of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are not applicable to the Company in terms of Regulation 15(2) of the
said Regulations.

Accordingly, the Corporate Governance Report does not form part of this Annual Report. However, the
Company continues to voluntarily adhere to good governance practices and maintains adequate internal
systems and procedures consistent with the size and nature of its business.

WEBSITE

Pursuant to Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has maintained a functional website containing comprehensive information about
the Company and its business activities.

The website provides details relating to. inter alia:

• Financial information and Annual Reports:

• Shareholding pattern and corporate announcements:

• Policies and codes adopted by the Company;

• Details of Board and Committee composition;

• Investor relations information and contact details of designated officials for handling investor
grievances; and

• Other disclosures as required under applicable laws and SEBI Listing Regulations.

The website is regularly updated to ensure timely dissemination of information to shareholders and other
stakeholders.

GENERAL DISCLOSURES

Your Directors state that the disclosures required under Section 134(3) of the Companies Act. 2013 read
with the applicable Rules framed thereunder, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations. 2015 and other applicable laws have been provided in this Board''s Report
to the extent applicable and wherever relevant during the Financial Year under review.

Your directors further confirm that there were no transactions or events during the Financial Year
requiring disclosure in respect of the following matters:

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

2. Significant or material orders passed by any Regulator. Court or Tribunal impacting the going
concern status of the Company or its future operations:

3. One-time settlement with any Bank or Financial Institution and consequently, disclosure relating
to the difference between the amount of valuation done at the time of one-time settlement and
the valuation done while availing loans from Banks or Financial Institutions is not applicable.

The disclosures relating to Employee Stock Option Scheme, Related Party Transactions. Corporate
Social Responsibility. Corporate Governance and other statutory matters, to the extent applicable, form
part of this Board’s Report and the Annexures thereto.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors lake this opportunity to express their sincere appreciation to all employees for their
unwavering commitment, professionalism and collective efforts that have contributed significantly to
the Company''s performance and resilience during the year.

The Board conveys its gratitude to customers, shareholders, business partners, suppliers, bankers and all
other stakeholders for their continued confidence and support. The Company greatly values these
relationships, which remain fundamental to its sustained growth and success.

The Directors also acknowledge with gratitude the co-operation and assistance received from the Central
and State Governments, regulatory authorities, stock exchanges and other statutory bodies. The Board
remains committed to upholding the highest standards of corporate governance and creating long-term
value for all stakeholders.

For & on behalf of the Board of Directors
INFINITY INFOWAY LIMITED

Date : 13 July, 2026
Place : Rajkot

Sd/- Sd/-

Chairman Cum Wholetime Director Managing Director

Dhirnjlal B. Gadhcthriyn Bhaveshkumar I). Gadhcthriya

|DIN: 07I99208| (DIN: 0I45308|

1

disclosure of interest in Form MBP-1 pursuant to Section 184( 1) of the Companies Act, 2013;

• declaration in Form DIR-S pursuant to Section 164(2) of the Companies Act, 2013 confirming
that they arc not disqualified to act as Directors; and

• declaration regarding compliance with the C ode of Conduct of the Company.

The Board has taken the same on record at the respective Board Meetings.