To,

Dear Members,

Baron Infotech Limited,

Your Directors are pleased to present the 25^th Annual Report of Baron Infotech Limited ("the Company") along with the financial statements for the financial year ended 31^st March 2022.

FINANCIAL SUMMARY:

The financial performance of the Company for the financial year ended 31^st March 2022 is summarized below:

(Rupees in Lakhs)

STATE OF AFFAIRS/ REVIEW OF OPERATIONS:

The Company has been in the process of developing solutions. Some of the applications developed have been given to customers for exploring market possibilities. The Company is expecting revenues to be generated on successful launch of any such application. Till then, the amount spent on developing and marketing such applications is being treated as an expense.

SUBSIDIARIES/ ASSOCIATES / JOINT VENTURES

The Company has no subsidiaries/ associate companies/joint ventures; a statement pertaining to same, in Form No. AOC-1 is enclosed in this Report as ANNEXURE-II.

DIVIDEND

In the absence of profits, your directors do not recommend dividend for the financial year 2021-22.

RESERVES

In the absence of profits, no amount is proposed to be transferred to the General Reserves of the Company.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company is duly constituted with an optimum combination of Executive and Non- Executive Directors, including a Woman Director, with the Whole-time Director being the Chairman and the Independent Directors forming majority. During the period under review, there are no changes in board of directors.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

I. in preparation of the final accounts for the financial year 2021-22, the applicable accounting standards read with requirements set out in Schedule III of the Companies Act, 2013 have been followed and proper explanations relating to material departures therefrom, if any, have been provided;

II. they 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 2021-22 and profit and loss of the Company for that period;

III. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

IV. they have prepared the annual accounts on a going concern basis; and

V. they have laid down the internal financial controls to be followed by the Company and that such financial controls are adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations, pursuant to Section 149(7) of the Companies Act ("the Act"), affirming that they meet the criteria of independence as set out in Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations")

POLICY ON DIRECTOR'S APPOINTMENT, REMUNERATION, AND OTHER MATTERS

Pursuant to the provisions of Section 178(3) of the Act, the Board of Directors has on the recommendation of the Nomination and Remuneration Committee (NRC), formulated a 'Nomination and Remuneration Policy' for determining the qualifications, positive attributes, and independence of directors as well as remuneration to be paid to the directors, key managerial personnel and other employees.

The Nomination and Remuneration Policy of the Company is displayed on its website of the Company.

FORMAL ANNUAL PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, as well as that of its Committees and individual directors pursuant to the provisions of Section 134, 178, and Schedule IV of the Act. A structured set of criteria was adopted after taking inputs received from the directors, covering various aspects of the Board's functioning such as adequacy of composition of the Board and its Committees, execution and performance of specific duties by the Board of Directors, independence governance, ethics and values, attendance and contribution at the meetings, etc.

Pursuant to the Regulation 17 read with Schedule V to the Listing Regulations, the performance of the Independent Directors was evaluated by Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed and evaluated the performance of the individual directors on the basis of criteria such as preparedness on the issues to be discussed in the Board and Committee meetings, meaningful and constructive inputs provided, and contributions made by them therein, etc.

In a separate meeting of Independent Directors was held on 14^th February 2022, the performance of the non- independent directors, the Board as a whole, and the Chairman of the Board was evaluated, taking into the views of executive directors and non-executive directors, excluding the director being evaluated the quality, the quantity, and the timeliness of the flow of information between the Company's management and the Board which enables the Board to perform its functions reasonably and effectively.

NUMBER OF MEETINGS OF THE BOARD

Regular meetings of the Board were held during the year to discuss various business policies and strategies. The Board of Directors met four (04) times during the year 2021-22. The particulars of the meetings held and attended byeach of the directors are detailed in the Corporate Governance Report forming part of this Report.

PARTICULARS OF EMPLOYEES

By virtue of limited operations carried during the year, only 08 permanent employees were employed by the Company during the said period. Likewise, no remuneration was paid to any employee or Director. Hence, the particulars as stipulated under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014 are not being disclosed.

The statement pursuant to the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, showing the names and other details of the top ten employees of the Company in terms of remuneration drawn and such other employees drawing remuneration in excess of the amount prescribed under such Rules is not required to be furnished as like stated hereinabove, no employee was in receipt of any remuneration during the year under review.

VIGIL MECHANISM

In terms of Section 177(9) of the Companies Act, 2013, the Company has established a vigil mechanism for directors and employees to report a genuine concern of violations or illegal or unethical behavior. The Vigil mechanism provides for adequate safeguards against victimization of directors and employees who avail the mechanism and also provides direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

RISK MANAGEMENT POLICY

The Board of Directors has framed and adopted a Risk Management Policy that identifies various elements of risks that, in its opinion, may threaten the existence of the Company, as well as contains measures to control and mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY

As the Company did not fall under the purview of subsection (1) of Section 135 of the Companies Act, 2013 during the year, the provisions of the Corporate Social Responsibility as set out in the said section were not applicable to it and accordingly, it has not made any contributions towards CSR activities.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is committed to providing a work environment that ensures every employee is treated with dignity, and respect and afforded equal treatment, and has zero tolerance toward sexual harassment at the workplace.

In accordance with the Sexual Harassment of Woman at Workplace (Prevention, prohibition, and redressal) Act, 2013 and the Rules made thereunder, the Company has put in place a policy for the prevention of sexual harassment at the workplace and has also constituted an Internal Complaints Committee to take cognizance of complaints relating to sexual harassment as well as to take necessary actions thereon. During the year under review, no complaints in relation to sexual harassment were received by the Company.

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The Company has not given any loans or guarantees or provided any security under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

In terms of sections 188(2) and 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties during the year 2021-22 are detailed in Form AOC -2 forming part of this Report as ANNEXURE - III.

The Related party disclosures as specified in Regulation 34(3) read with Para A of Schedule V of Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations ("the Listing Regulations") are enclosed in this Report as ANNEXURE —IV.

EXTRACT OF ANNUAL RETURN

Extract as required pursuant to the Provisions of section 92(3) of the Companies act, 2013 and rule 12(1) of the Companies (management and administration) rules, 2014 has placed in the website of the company (https://www.baroninfotech.com).

CORPORATE GOVERNANCE

A report on Corporate Governance as specified in Section 134(3) containing the matters specified in Para C of Schedule V of the Listing Regulations in not applicable to the company. In this regard the company has filed a declaration with the stock exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) of the Listing Regulations is presented as ANNEXURE - VI to this Report.

AUDITORS Statutory Auditors:

NSVR & Associates LLP, Chartered Accountants (Firm Registration No: 00801S/S200060), were appointed as the Statutory Auditors of the Company for a term of Five (05) years at the 18^th Annual General Meeting held on 30^th September 2015 and their term of office comes to an end at the ensuing Annual General Meeting.

Based on the recommendation of the Audit Committee, M/s NSVR & Associates LLP are proposed to be re- appointed as the Statutory Auditors of the Company at the ensuing Annual General Meeting for the second term of Five (05) consecutive years to hold office till the conclusion of the 28th Annual General Meeting to be held in the year 2025.

The Report of the Statutory Auditors on the financials of the Company for the financial year 2021-22 form part of the financial statements forming part of the Annual Report and contain no observation, qualification or adverse remarks.

Secretarial Auditors:

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Board of Directors, pursuant to the recommendations of Audit Committee, had appointed Mrs. N. Vanitha Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2021-22.

The Secretarial Audit Report for the financial year 2021-22 issued by the Secretarial Auditors is enclosed herewith as ANNEXURE -V.

Director's comments on the qualifications made by the Secretarial Auditors in their Audit Report:

1. Certain members of the Promoter group have not complied with the provisions of SEBI Circular No. QR/ISD/3/2011 which requires all the shares of Promoters and Promoter Group to be in dematerialized form. Further, certain members of the Promoter Group having shares in physical mode have not provided their PAN and bank account details, as required by SEBI Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April 2018.

The concerned promoters/ members of the promoter group have not responded to the Company's request asking them to provide their PAN and bank account details and to get their shares dematerialized despite persistent efforts made by the Company.

Internal Auditor:

The Board of Directors, on the recommendation of the Audit Committee, has appointed Ms. Sravanthi Karuturi, Chartered Accountant (M. No 239567), as the Internal Auditor of the Company for the Financial year 2021-22.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has Internal Control Systems commensurate with the size, scale, and complexity of its operations.

The Board of Directors has adopted various policies like The Related Party Transactions Policy, Whistle Blower Policy, and other procedures for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention, and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Based on the framework of internal financial controls and compliance systems established and maintained by the company; work performed by the statutory and secretarial auditors, including audit of internal financial control over financial reporting by the statutory auditors and reviews performed by the management and Audit Committee, the Board of Directors is of the opinion that the Companies internal financial controls were adequate and effective during the financial year 2021-22.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EARNINGS, AND OUTGO

The information on Energy Conservation, Technological Absorption, and Forex earning/ outgo, as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, to the extent applicable, is furnished in ANNEXURE- VII to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the Secretarial Standards I and II on Meetings of the Board as well as General Meetings, respectively, as issued by the Institute of Companies Secretaries of India and notified by the Ministry of Corporate Affairs.

GENERAL DECLARATIONS

Your directors state that, during the year under review:

1. The Company did not issue any equity shares with differential rights as to voting or otherwise

2. The Company did not issue equity shares (including sweat equity shares) to employees of the Company under any scheme.

3. The Company has not accepted any deposits from the public and as such, no amount of principal or interest on deposits from the public is outstanding as of the date of the balance sheet.

4. Maintenance of Cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013 is not required by the Company.

5. No fraud has been reported by the Auditors to the Audit Committee or Board of the Company.

6. No Company has become or ceased to be a subsidiary, an associate company, or a joint venture of the Company.

7. Neither the Managing Director nor the Whole-time Director receives any remuneration or commission from any of the Company's subsidiaries - The Company has no subsidiary

8. There was no change in the nature of business of the Company.

9. No material changes and commitments, affecting the financial position of the Company took place between the end of the financial year and the date of this report.

ACKNOWLEDGMENTS

The Board of Directors acknowledges the support extended to the Company by its customers, investors, vendors, bankers and associates as well as by various governmental authorities and places on record its sincere appreciation and gratitude for the same.