To,

The Members of

INDIAN INFOTECH AND SOFTWARE LIMITED Mumbai

The Directors have pleasure in presenting their 41^st ANNUAL REPORT on the business and operations of the Company for the year ended 31^st March, 2023.

FINANCIAL RESULTS:

FINANCIAL PERFORMANCE & HIGHLIGHTS:

The Company?s Profit after tax is Rs. 60,59,276/- during the current financial year ended on 31.03.2023 as compared to profit of Rs. 31,72,677 /- in previous year ended on 31.03.2022.

DIVIDEND:

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

TRANSFER TO RESERVES:

During the current financial year, the Company has earned a net profit of Rs. 60,59,276/- therefore no amount of Rs. transfers made to statutory reserves as per NBFC Guidelines.

CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business carried on by the Company. The Company has not changed the class of business in which the Company has an interest.

DIRECTORS:

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

As on 31^st March, 2023 the following director?s was on the Board of the company:

RETIRE BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company Mr. Hemant Vadilal Modi Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered for re-appointment.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the ends of the financial year of the Company 31st March, 2023 till the date of this report.

DEPOSITS:

During the year under report the company has neither invited nor accepted any public fixed deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 and rules made there under.

MANAGEMENT?S DISCUSSION AND ANALYSIS:

Management?s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Regulation 34 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Bombay Stock Exchange Limited have been complied with.

A separate report on Corporate Governance along with certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Regulation 34 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015, report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In pursuant of the provisions of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to the Company.

SHARE CAPITAL:

The paid up share capital of the Company as On 31^st March, 2023 was Rs. 100,55,89,500/-, During the year under review, therehas been no change in the Share Capital of the Company. Details of Directors shareholding as on March 31, 2023 are mentioned in the Corporate Governance Report, which forms a part of this Annual Report.

However, During the year, the Board of Directors at its meeting held on 12th January 2023, has approved the Rights Issue of up to 26,14,53,270 (Twenty-Six Crores Fourteen Lakhs Fifty-Three Thousands Two Hundred Seventy) Equity Shares of face value Rupee 1/-, to the existing shareholders, the right issue shares has not been issued allotted till the 31^st March, 2023 i.e. end of Financial Year, the In-Principle application of Right issue is pending before BSE Ltd.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form as on March 31, 2023 is attached as Annexure II to this Report and also available on the website of the Company https://indianinfotechandsoftwareltd.in

NUMBER OF MEETINGS OF THE BOARD

The Board met Eleven times during the financial year 2022-23. The details of the meeting are furnished in the Corporate Governance Report that forms part of this Annual Report.

27th May,2023, 08th June 2022, 17th June 2022, 10th August,2022, 03rd September,2022, 18th October,2022, 07th November,2022, 14th November,2022, 18th November,2022, 12th January,2023 and 08th February,2023.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 And SEBI Regulation.

DIRECTOR`S RESPONSIBILITY STATEMENT:

As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their knowledge and ability, confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed

2. The directors have taken proper and sufficient care towards 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.

3. The 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 and loss of the Company for that period.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

6. The directors have laid down internal financial controls, which are adequate and are operating effectively.

A. Statutory Auditors:

M/s. ADV and Associates, Chartered Accountants (Firm Registration No.- 128045W), are appointed as Statutory Auditors of the Company who shall hold office of auditors for a term of 5 years from the conclusion of the 39^th Annual General Meeting till the of the conclusion of 44^th Annual General Meeting i.e. the year 2026 as required undersection 139 (1) of the Companies Act, 2013.

Auditors Qualification:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. ADV and Associates, Chartered Accountants (Firm Registration No.- 128045W) Statutory Auditors of the company in their Reports dated May 30, 2023, on the Financial Statements of the Company for FY 2022-23.

B. Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Mr. Brajesh Gupta, Company Secretary in Practice, (Mem. No. A-33070and COP No.: 21306) to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023.

The report of the Secretarial Auditor is appended as Annexure I, the following Observations and Remarks was given by him in his Secretarial Audit Report:

C. Internal Auditor Report:

The Company has appointed Internal Auditor and Internal Auditor has carried out the internal audit for the Financial Year 2022-23. The Report is based on the books of accounts and other records of the Company.

d. Cost Auditors:

The Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost Auditor and cost accounts and records are not required to maintain by the company. During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds Committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

LISTING OF SHARES:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE), further the Company has paid necessary listing fee to BSE as per the Listing Agreement.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

POSTAL BALLOT:

During FY2022-23, the Company sought the approval of the shareholders by way of postal ballot, the details of which are given below:

1. Postal Ballot vide notice dated 17th June, 2022, on the following Resolution(s):

2. Postal Ballot vide notice dated 7th November, 2022, on the following Resolution(s):

RISK MANAGEMENT POLICY:

The Company has developed and implemented a mechanism for risk management and has developed a Risk Management Policy. The Audit Committee and the Board periodically reviewed the risk assessment and minimization procedures as required Schedule V of Annual Report (Regulations 34 (3) and 53 (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to ensure that risk is controlled by the Executive Management.

NOMINATION AND REMUNERATION POLICY:

The Board has adopted, on recommendation of the Nomination & Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company i.e. www.indianinfotechandsoftwareltd.in.

PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An 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.

Further, during the year 2022-23, no complaints were received by the Company related to sexual harassment. No of Complaint filed during the Financial Year 2022-23: NIL, No of Complaint disposed during the Financial Year 2022-23: NIL, No of Complaint pending as on end of the Financial Year 2022-23: NIL

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.indianinfotechandsoftwareltd.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Services of internal auditors are utilized from time to time, as also in-house expertise and resources. The Company continuously upgrades these systems in line with the best available practices. Internal Audit is conducted throughout the organization by qualified independent Internal Auditors. Findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow up actions are ensured wherever required.

ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL COMPANIES (RESERVE BANK) DIRECTIVES, 1998:

The Company is registered with the RBI as a loan and investment company. The Company has not complied with all applicable laws, rules, circulars and regulations, included in the Master Direction loan and investment company

(Reserve Bank) Directions, 2016 ("RBI Directions"), as amended from time to time, and it does not carry on any activity other than those permitted by the RBI for loan and investment company.

The relevant provisions, for disclosure in the Director?s Report, of Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India are not applicable, as the Company is not holding any public deposits.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company during the period under review.

A. Policy On Directors' Appointment and Remuneration

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2023, the Board consists of 6 members. Out of which one is the Managing Director & two are Independent Directors on the Board of the Company.

The policy of the Company on directors' appointment and remuneration, including criteria for determining Experience, qualifications, positive attributes, independence of a director and other matters provided under Sub- section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration decision to the directors is subject to approval and as per the terms laid out in the nomination and remuneration policy of the Company.

B. Declaration by Independent Directors

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Director in terms of Section 164 (2) of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting on 10^th March, 2023 without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

i) review the performance of non-independent directors and the Board as awhile; ii) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors; 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; and iv) review the responsibility of independent directors with regard to internal financial controls.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

At the time of appointment of an Independent Director, the Company issued a formal letter of appointment outlining his / her role, function, duties and responsibilities as a director. The formal letter of appointment is available at the website of the Company i.e. www.indianinfotechandsoftwareltd.in.

C. Familiarization programmer for Independent Director

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

D. Training of Independent Directors

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations policies, service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports; (b) a program on Corporate Governance; (c) provisions under the Companies Act, 2013; and (d) SEBI Insider Trading Regulation,2015; (e) NBFC norms and regulation applicable on the Company.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment as a director.

E. Key Managerial Personnel

During the year there were changes/appointments in the Key Managerial Personnel:

1. Mr. Manish Kumar Badola was designated as Managing Director for the period from 17/06/2022 till 16^th June 2027.

2. Mr. Hemant Vadilal Modi was designated as CFO w.e.f 03^rd September,2022

COMPLIANCE UNDER COMPANIES ACT, 2013:

Pursuant to Section 134 of the Companies, Act 2013 read with rules Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below: a. Board Evaluation:

As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the Board shall monitor and review the Board evaluation framework. As per Section 134 (p) of the Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and Independent Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. None of the Independent Directors are due for re-appointments. b. Particulars of Employees:

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus, furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

c. Particulars of Loans, Guarantees or Investments:

As on March 31, 2022, as the company engaged in the business of financing therefore section 186 of the Companies Act, 2013 not applicable and there were outstanding loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

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

Particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, is set out hereunder:

a. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, a separate meeting of the Independent Directors was held on 10^th March, 2023. At the said meeting, the Independent Directors reviewed the performance of Non- Independent Directors, the Board as a whole and the Chairman, after taking into account the view of Executive Director(s) & Non- Executive Director(s). They also assessed the quality, quantity and timeliness of flow of information between the Company?s management to the Board. b. INDEPENDENT DIRECTORS DECLARATIONS:

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience. The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty Lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives

? holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

? is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of

? a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

SIGNIFICANT AND MATERIAL ORDERS:

1. The CRB Trustee Ltd has filed a case against the Company with High Court Delhi for contempt of court order for not getting listing of shares issued to CRB Trustee Limited, however the company has received the trading permissions from BSE Limited, vide Notice No. 20230316-20, dated 16/03/2023 for listing of 21,48,490 Equity shares of Re. 1/- each. to CRB Trustee Ltd, which were earlier forfeited due to non-payment of allotment/call monies pursuant to the directions given by Honorable Delhi High Court vide its order dated December 11, 2014.

2. An adjudicating Order was passed by Adjudicating Officer vide SEBI ADJUDICATION ORDER NO. Order/SM/AD/2022-23/19863-19864 dated 30th September, 2022 Against Company and its Previous Director(s) and penalty was imposed of Rs. 13,00,000 on Company and Rs. 7,00,000 was on Previous Director of the Company and further company filed an Appeal No. 950 of 2022 before THE SECURITIES APPELLATE TRIBUNAL MUMBAI in which the Appellate authority reduced the penalty on Company to Rs. 5,00,000 which was paid by the Company and the penalty was also paid by previous Director.

COMMITTEES OF THE BOARD:

Currently, the Board has four committees:

3. Audit Committee,

4. Nomination and Remuneration Committee,

5. Stake Holders Relationship Committee,

6. Independent Directors Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report in Annexure 4.

GREEN INITIATIVES:

As part of the Green Initiative in Corporate Governance, the Ministry of Corporate Affairs ("MCA"), Government of India, through its Circular Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29, 2011 respectively has allowed companies to send official documents through electronic mode. Like the previous year, electronic copies of the Annual Report and Notice of the 41st Annual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s) for communication purposes.

DETAILS OF APPLICATION MADE TO OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 of 2016) DURING THE YEAR ALON WITH THE STATUS:

The Company have not made any Application under Insolvency and Bankruptcy Code, 2016 nor there are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 involving Company during the year under Review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF:

Our Company have not engaged itself in the valuation during the time of taking loan from Bank or Financial Institutions and hence there are no difference.

ACKNOWLEDGEMENTS:

The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, Registers, bankers, financial institutions, Share Transfer Agents. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.