Directors Report of InfoBeans Technologies Ltd.

Mar 31, 2025

The Board of Directors presents the Annual Report along with the Audited statement of accounts for the year on 31 March 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS Particulars	Standalone 2025 2024		(Rs. in Crore) Consolidated 2025 2024
Total Revenue	286	243	410	384
Total Expenses	223	206	355	353
Profit or Loss before Tax	62	36	53	31
Less:
1. Current Tax	14	9	16	12
2. Deferred Tax	1	(2)	(2)	(4)
3. Earlier Year Tax	0	0	0	0
Profit or Loss After Tax	47	29	38	22
Earning Per Equity Share (EPS)
(1) Basic	19.27	11.89	15.59	9.25
(2) Diluted	19.18	11.80	15.51	9.18

2. COMPANY’S PERFORMANCE & REVIEW Consolidated Performance

On Consolidated basis, the total revenue (including other income) stands at Rs. 410 Crore, for the year 2025 as compared to Rs. 384 Crore in the financial year 2024. Profit After Tax at Rs. 38 Crore in financial year 2025 as against Rs. 22 Crore in financial year 2024 and EBITDA stood at Rs. 83 Crore in financial year 2025 as against Rs. 67 Crore in financial year 2024.

Standalone Performance

On Standalone basis, total Revenue (including other income) stands at Rs. 286 Crore in financial year 2025, as against Rs. 243 Crore in financial year 2024. Profit After Tax at Rs. 47 Crore in financial year 2025 as against Rs. 29 Crore in financial year 2024. EBITDA stood at Rs. 70 Crore in financial year 2025 as against Rs. 47 Crore in financial year 2024.

• As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (hereinafter referred to as “Listing Regulations”) and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the financial year 2023-24 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

• The Consolidated Financial Statements together with the Auditors’ Report form part of this Annual Report.

3. SUBSIDIARIES

The Company has following subsidiary companies namely InfoBeans CloudTech Limited (previously known as InfoBeans CloudTech Private Limited & Eternus Solutions Pvt Ltd.) InfoBeans INC, InfoBeans Technologies DMCC, InfoBeans Technologies Europe Gmbh and InfoBeans Technologies LLC.

The Board of Directors (‘the Board’) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure - A to the Board’s report.

The statement also provides the details of performance and financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on our website www.infobeans.com

4. DIVIDEND

Based on the Company’s performance, the Board of Directors have proposed and declared a dividend @ Re. 1 per equity share i.e. @ 10% of the Rs. 10/- each face value of the equity shares share for the financial year 202425. The Company also possesses a Dividend Distribution Policy and adheres to its guidelines.

5. CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities during the period under review.

6. BUSINESS TRANSFER

There is no transfer of business during the period under review.

7. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

8. SHARE CAPITAL

Change in the authorised, issued, subscribed and paid-up share capital;

There was a change in Equity Share Capital of the Company due to issuance of 70,400 equity shares as ESOP’s during the year. The paid-up Equity Share Capital of the Company as on 31 March 2025 was Rs. 24,36,88,300 divided into 2,43,68,830 equity shares of Rs. 10/- each.

The Board, at its meeting held on May 02, 2025, approved the allotment of 86,550 equity shares under ESOP, 2016 to the employees of the Company and this results into the increase of the Paid up shares capital, to Rs. 24,45,53,800.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

The Board, at its meeting held on May 02, 2025, approved the allotment of 86,550 equity shares under ESOP, 2016 to the employees of the Company and this results into the increase of the Paid up shares capital, to Rs. 24,45,53,800.

The Board has also approved the draft scheme of Merger of InfoBeans CloudTech Ltd (WoS) with InfoBeans Technologies Ltd w.e.f 01^st April, 2025 and the draft scheme of Amalgamation in the meeting held on May 02, 2025.

The Board, at its meeting held on May 15, 2025, approved the proposal of buyback of equity shares, and announced the buyback of 2,15,520 (Two lakhs Fifteen Thousand Five Hundred Twenty) fully paid-up equity shares of face value Rs. 10/- each (“Equity Shares”) by the Company (“Buyback”), representing up to 0.88% of the total number of Equity Shares of the Company, at a price of Rs. 464/- per equity share payable at cash for a total consideration not exceeding Rs. 10,00,01,280 crores (Rupees Ten Crore One Thousand Two Hundred Eight only) (excluding the transaction costs such as brokerage, filing fees, advisors fees, legal fees, public announcement publication expenses, printing charges, dispatch charges, securities transaction tax stamp duty etc.) (“Transaction Costs”) (“Buyback Size”), representing 3.19% and 3.01% of the total paid-up equity share capital and free reserves (including securities premium account) as per the latest audited standalone financial statements and audited consolidated financial statements of the Company for the financial year ended 31 March 2025, respectively through the “Tender Offer” route.

Pursuant to the buyback of shares the total capital has been reduced to Rs. 24,23,98,600 divided into 2,42,39,860 equity shares of Rs. 10/- each.

10. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Management’s discussion and analysis is set out in this Integrated Annual Report.

11. REPORT ON CORPORATE GOVERNANCE

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best corporate governance practices.

The Board considers itself as trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities as a part of growth strategy. It is committed to high levels of ethics and integrity in all its business dealings that avoid conflict of interest. In order to conduct business with these principles the Company has created a corporate structure based on business needs and maintains high degree of transparency through regular disclosures with focus on adequate control systems.

However the provisions of Regulation 15 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 providing a separate report on corporate governance under Regulation 34(3) read with para C of Schedule V forms part of this report.

12. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended 31 March 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 as at 31 March 2025 and of the profit of the Company for the year ended on that date;

c) The Directors 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 fraud and other irregularities;

d) The Directors have prepared the annual accounts on a ‘going concern’ basis;

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Further the following Directors, Independent & Non-Independent serve on the Board of the Company. In compliance with the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition of Board of Directors and Key Managerial Personnel are as follows:

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal

financial controls were adequate and effective during the financial year 2024-25.

14. HUMAN RESOURCES

Your Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce. Your Company lays due importance to conducive work culture for its employees. To reinforce core values and belief of the Company, various policies for employees’ empowerment have been framed to enrich their professional, personal and social life. In addition to above, Company has also laid down Code of Conduct for Directors and Senior Management Personnel and Whistle Blower Policy.

The Company has also laid down a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) (POSH) Act, 2013 and Constituted Internal Complaints Committee to redress the complaints. There was no POSH complaint received during the year 2024-25 also. (Previous Year: Nil).

Sr. No.	Board of Directors	DIN/PAN	Designation
1.	Siddharth Sethi	01548305	Managing Director
2.	Mitesh Bohra	01567885	Executive Director
3.	Avinash Sethi	01548292	Director and Chief Financial Officer
4.	Sumer Bahadur Singh	07514667	Non-Executive Independent Director
5.	Mayuri Mukherjee	10117888	Non-Executive Independent Director
6.	Shilpa Saboo	06454413	Non-Executive Independent Director
7.	Opal Perry	10932638	Non-Executive Independent Director
The Company also consists of the following Key Managerial Personnel:
1.	Avinash Sethi	01548292	Director & Chief Financial Officer
2.	Surbhi Jain	ASBPJ3729J	Company Secretary

16. NUMBER OF BOARD MEETINGS

Six meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

17. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the Directors and on the basis of criteria such

as the board composition and structure, effectiveness of board processes, information and functioning, etc. The evaluation parameters and the process have been explained in the Corporate Governance Report.

18. NOMINATION AND REMUNERATION POLICY

The Company’s policy on director’s appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on: https://www.infobeans.com/wp-content/uploads/2015/12/Nomination-Remuneration-Policy.pdf

19. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

This Business Responsibility Report forms part of this Annual Report.

21. AUDITOR AND AUDITOR’S REPORT Statutory Auditors

At the 12^th Annual General Meeting held on 22 July 2022 the members approved appointment of M/s S R B C & CO LLP (FRN No. 324982E/E300003) as Joint Statutory Auditor of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 17^th AGM, to be held in the calendar year 2027.

The Auditors report is enclosed with financial statements in this Annual Report for your kind perusal and information. No fraud has been reported by the Auditors during the fiscal year 2024-25.

Internal Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. Jain Ritesh & Co. Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2025-26.

22. SECRETARIAL AUDITOR’S REPORT

The Board has appointed CS Manish Maheshwari, Proprietor of M/s. M. Maheshwari & Associates, Practicing Company Secretary, Indore, to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31 March 2025 is annexed herewith marked as Annexure - E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Compliance with Secretarial Standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India. In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Five (5) committees as on 31 March 2025:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee.

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) (POSH) Act, 2013. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

The composition of all Committees has been stated under Corporate Governance Report forms an integral part of this Annual Report.

23. PARTICULARS OF LOANS, GUARANTEES OR AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement.

24. DISCLOSURE REQUIREMENTS

As per the Provisions of the SEBI (LODR) Regulations, 2015 entered into with the stock exchanges, corporate governance report with auditor’s certificate thereon and management discussion and analysis are attached, which form part of this report. As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy forms part of Board Report and is uploaded on the Company’s website: https://www.Infobeans.com

Details of the familiarization programme of the independent directors are available on the website of the Company. The link for the same is: https://www.infobeans. com/wp-content/uploads/2015/12/Familiarization-Programme-of-Independent-Director.pdf

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act; the whistle blowing Policy is available on the Company’s website at:

https://www.infobeans.com/wp-content/

uploads/2024/04/Updated-Whistle-Blower-Policy.pdf

25. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTY TRANSACTIONS

During the financial year 2024-25, the Company entered into transactions with related parties as defined under Section 2 (76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm’s length basis and also in accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated and published on the website of the Company, https:// www.infobeans.com/wp-content/uploads/2015/12/ Draft-Related-Party-Transactions-1-7-1.pdf The policy is in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

Prior omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and on arm’s length basis in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the Listing Regulations. The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in Note 42 to the Standalone Financial Statements of the Company.

The Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure - B to this report.

26. PUBLIC DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act,

2013 and the Companies (Acceptance of Deposits) Rules,

2014 and there were no remaining unclaimed deposits as on 31 March 2025. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

Further, your Company will file form DPT-3 for the Annual compliance as at 31 March 2025 for the amount received by the Company which is not considered as deposit under the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) rules, 2014 as amended form time to time.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out herewith as Annexure - G to this Report.

28. CORPORATE SOCIAL RESPONSIBILITY

The CSR initiatives of the Company were under the thrust areas of health & hygiene, education, water management and enhancement of vocational training. The key objective of Kaleidoscope is to provide infrastructure support, development oriented activities and events across health and education areas, centered on schools and communities along with active employee contribution and participation. The Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31 March 2025 in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure - F to this report

29. EMPLOYEE STOCK OPTIONS SCHEMES

The Company established a scheme - InfoBeans Partnership Program in 2016 (ESOP IPP, 2016) for granting stock options to the eligible employees, with a view to attracting and retaining the best talent and encouraging employees to align individual performance with Company’s objectives, and promoting increased participation by them in growth of the Company. Each option represents one equity share of the Company. The scheme is governed by SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 and as amended from time to time. The vesting period of stock options, granted during the year shall be five years. The stock options shall be exercisable within six months from the date of vesting. The Shareholders of the Company in the meeting held on 22 July 2016 approved the allocation of 1,00,000 stock options (Revised 3,50,000 options due to bonus) to the eligible employees of the Company and its subsidiaries. Later the no. of stock options approved by the shareholders has been increased to 6,00,000 (Six Lacs) subsequently by passing the shareholders resolution as on 19 March 2021 by Postal Ballot. The total no of options granted till date is 5,73,435 shares to 173 Employees of the Company. The total number of options allotted under the said scheme 436735 equity shares.

After the successful completion of a 5 years plan of the IPP, 2016, the Company established yet another scheme, InfoBeans Partnership Program, 2022 (New Scheme) with the same objective as of IPP, 2016. The new scheme was approved by the shareholders by passing the shareholders resolution on 11 June 2022 by Postal Ballot which was later on amended by the shareholder in the AGM held on 22 July 2022.

30. FOREIGN EXCHANGE AND EARNINGS OUTGO

We have established a Substantial direct marketing around the world, including Dubai, New York City, Silicon Valley, Atlanta (Georgia), Jacksonville (Florida) and Germany. These offices are staffed with sales and marketing specialists who sell our services to large international clients. Activity in Foreign Currency - Standalone

Sr No.	Particulars	2024-2025	2023-2024
1.	The Foreign Exchange earned in terms of actual inflows during the year;	2,14,67,38,889	1,53,93,57,867.55
2.	And the Foreign Exchange outgo during the year in terms of actual outflows.	1,53,45,337	1,32,88,316.20

31. ANNUAL RETURN

In accordance with the requirements of the Companies Act, 2013 the annual return in the prescribed format is available at https://infobeans.ai/wp-content/ uploads/2025/07/Annual-Return-2024-2025.pdf

32. PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

Pursuant to Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is annexed herewith as Annexure - A.

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act; the whistle blowing Policy is available on the Company’s website at: https://www.infobeans.com/wp-content/ uploads/2024/04/Updated-Whistle-Blower-Policy.pdf

34. RISK MANAGEMENT

In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board of Directors of the Company has constituted a Risk Management Committee to frame,

implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Composition and terms of reference of Risk Management Committee are mentioned in the Corporate Governance Report. A detailed note has been provided under the Management Discussion and Analysis, which forms part of this report.

35. CREDIT RATING

During the last fiscal year no credit rating were obtained.

36. SIGNIFICANT & MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and Company’s operations in future.

37. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment & remuneration of Management Personnel) Rules, 2014 as amended is mentioned in the Annexure - C.

38. APPRECIATION

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Stakeholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the team members of the Company.

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Mar 31, 2022

Your Board of Directors hereby presents the report on the business and operations of your Company along with the audited financial statement for the financial year ended on 31^st March, 2022. The consolidated performance of the company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS Except per equity share data				(? In Crores)
Particulars	Standalone		Consolidated
	2022	2021	2022	2021
Total Revenue	166	125	289	196
Total Expenses	134	88	229	161
Profit or Loss before Tax	31	37	60	35
Less:
1. Current Tax	6	6	9	6
2. Deferred Tax	(2)	(3)	(4)	(8)
3. Earlier Year Tax	-	0	-	0
Profit or Loss After Tax	28	34	55	37
Earning Per Equity Share (EPS)
(1) Basic	11.51	14.15	22.81	15.34
(2) Diluted	11.41	13.97	22.62	15.16

2. COMPANY''S PERFORMANCE & REVIEW

Consolidated Performance

• Total revenue (including other income) at ? 288.98 Crores, for year 2022 as compared to ? 196.29 Crores in financial year 2021, YoY growth of 47%

• Profit After Tax at ? 55.04 Crores in financial year 2022 as against ? 36.83 Crores in financial year 2021, indicates a significant growth of 49%

• EBITDA stood at ? 85 Crores in financial year 2022 as against ? 54 Crores in financial year 2021, jump of 57% over previous year.

Standalone Performance

• Total Revenue (including other income) at ? 165.60 Crore in financial year 2022, as against ? 125.46 Crore in financial year 2021, YoY growth of 31.99%.

• Profit After Tax at ? 33.98 Crore in financial year 2022 as against ? 27.77 Crore in financial year 2021, significant growth of 22.36%

• EBITDA stood at ? 39.79 Crore in financial year 2022 as against ? 43.93 Crore in financial year 2021, showing decline of 10.4 %

Consolidated Financial Statements

• As per Regulation 33 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations,2015 (hereinafter referred to as "Listing

Regulations”) and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the financial year 2021-22 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

• The Consolidated Financial Statements together with the Auditors'' Report form part of this Annual Report.

3. PANDEMIC COVID-19

At InfoBeans we continues our fight against waves of Covid-19 pandemic, our priority remain the safety and wellbeing of employee and considering that during the fiscal year InfoBeans employees continue to work from home. We have also set up exclusive COVID-19 care helpline committees, tied up with the COVID-19 testing laboratories, provide medical support to our employees and their extended families, set up vaccination center and many more things whose details has been discussed in the Management Discussion & Analysis and Corporate Social Responsibility Report attached herewith and forming part of this Annual Report. At InfoBeans, even amid an unprecedented global crisis, we continue to balance our business with exemplary governance and responsiveness to the needs of all our stakeholders.

4. SUBSIDIARIES

The Company has following subsidiary companies namely InfoBeans INC, InfoBeans Technologies DMCC, InfoBeans Technologies Europe Gmbh and Eternus Solutions Pvt Ltd.

During the year, the Step Down Subsidiary, Philosophie Inc has been merged into InfoBeans INC. And also acquired Eternus Solutions Pvt Ltd by way of acquiring 100% equity in it. The Board of Directors (''the Board'') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure E to the Board''s report.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

The Board, at its meeting held on 27^th April, 2022, approved the allotment of 79,801 equity shares under ESOP, 2016 to the employees of the company and this results into the increase of the Paid up shares capital, which is currently, ? 242507900.

12. MERGER AND ACQUISITION

On 28^th October, 2021, the company acquired Eternus Solutions Pvt Ltd, a platinum consulting partner of Salesforce in an all cash deal. It provides consulting and implementation services focusing on the Customer Relationship Management (CRM) side. Eternus Solutions has an extensive client base in North America and the Middle East and has established itself as a leading digital transformation services provider for large and mid-sized enterprises. The company has a diverse 250 member team of consultants, engineers and strategists. The acquisition is a right fit in InfoBeans growth strategy by bolstering its presence in the Salesforce ecosystem

13. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis forms an integral part of this report and is annexed as Annexure - A which gives details of the overall industry structure, economic developments, performance and state of affairs of the Company''s various businesses.

14. REPORT ON CORPORATE GOVERNANCE

Your company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best corporate governance practices.

The Board considers itself as trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The company has set itself the objective of expanding its capacities as a part of growth strategy. It is committed to high levels of ethics and integrity in all its business dealings that avoids conflict of interest. In order to conduct business with these principles the company has created a corporate structure based on business needs and maintains high degree of transparency through regular disclosures with focus on adequate control systems.

However the provisions of Regulation 15 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 providing a separate report on corporate governance under Regulation 34(3) read with para C of Schedule V are set out in the Annexure B to this report.

15. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2022 the applicable accounting

The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on our website www.infobeans.com

5. DIVIDEND

Based on the company''s performance, the Board of Directors have proposed and declared a final dividend @ ? 1 per equity share for the year 2021-22.

6. CHANGE IN CONTROL AND NATURE OF BUSINESS :

There is no change in control and nature of business activities during the period under review.

7. BUSINESS TRANSFER

There is no transfer of business during the period under review.

8. TRANSFER TO RESERVES

"The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.”

9. SHARE CAPITAL:

There was a change in Equity Share Capital of the Company due to issuance of ESOP''s during the year by way of issuance of 1,55,389 equity shares during the year. The paid up Equity Share Capital of the Company as on 31^st March, 2022 was ? 2,417.09 Lakhs divided into 241.70 Lakhs equity shares of ? 10/- each.

10. BUYBACK OF SHARES

During the year company the Board at its meeting held on 26^th April, 2021 has announced the Buy Back of 4,31,717 (four lakhs thirty one thousand seven hundred and seventeen only) fully paid-up equity shares at a price of ? 232.00 for an aggregate maximum amount not exceeding ? 10,01,58,344 (Rupees ten crores one lakh fifty eight thousand three hundred and forty four only) excluding the transaction costs. The buyback was offered to all eligible equity shareholders of the Company including the promoters and promoters group through the tender offer under the Securities and Exchange Board of India (Buy-back of securities) regulations, 2018, as amended. None of the equity shares were bought back in the Buyback offer as there were no valid bids were received.

standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 as at 31^st March, 2020 and of the profit of the Company for the year ended on that date;

c) The Directors 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 fraud and other irregularities;

d) The Directors have prepared the annual accounts on a ''going concern'' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2020-2021.

17. HUMAN RESOURCES

Your Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce. Your Company lays due importance to conducive work culture for its employees. To reinforce core values and belief of the Company, various policies for employees'' empowerment have been framed to enrich their professional, personal and social life. In addition to above, Company has also laid down Code of Conduct for Directors and Senior Management Personnel and Whistle Blower Policy. Company has also laid down a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Constituted Internal Complaints Committee to redress the complaints.

There were no complaints received during the year (Previous Year: Nil).

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the following Directors, Independent & Non-Independent serve on the Board of the company. In compliance with the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition of Board of Directors and Key Managerial Personnel are as follows:-

S.No.	Board of Directors	DIN/ PAN	Designation
1.	Siddharth Sethi	01548305	Managing Director
2.	Mitesh Bohra	01567885	Executive Director
3.	Avinash Sethi	01548292	Director cum Chief Financial Officer
4.	Sumer Bahadur Singh	07514667	Non-Executive Independent Director
5.	Santosh Muchhal	00645172	Non-Executive Independent Director
6.	Shilpa Saboo	06454413	Non-Executive Independent Director
The Company also consists of the following Key Managerial Personnel:
S.No.	Board of Directors	DIN/ PAN	Designation
1.	Avinash Sethi	01548292	Director & Chief Financial Officer
2.	Surbhi Jain	ASBPJ3729J	Company Secretary

19. NUMBER OF BOARD MEETINGS

Seven meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

20. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the Directors and on the basis of on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The evaluation parameters and the process have been explained in the Corporate governance report.

21. NOMINATION AND REMUNERATION POLICY:

The Company''s policy on director''s appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on: https://www.Infobeans.com

22. DECLARATION BY INDEPENDENT DIRECTORS:

The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. BUSINESS RESPONSIBILITY REPORT(BRR)

The Company is pleased to inform that it is among the top 1000 companies as per the market capitalization criteria at the BSE Limited and/or National Stock Exchange of India Limited as on 31^st March, 2022. Accordingly, pursuant to Securities and Exchange Board of India (herein after referred as ''SEBI'') Circular dated 4^th November, 2015 and Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, the Company presents its Business Responsibility Report for the financial year ended on 31^st March, 2022. BRR forms part of this Report.

24. AUDITOR AND AUDITOR''S REPORT: Statutory Auditors

At the 10^th Annual General Meeting held on 24^th August, 2020 the members approved appointment of M/s Basant Jain & Co. Chartered Accountants (FRN 005128C) as Statutory Auditors of the company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 15^th AGM, to be held in the calendar year 2025. The Auditor''s Report for the fiscal year 2021-22 does not contain any qualification, reservation or adverse mark. The Auditors report is enclosed with financial statements in this Annual Report for your kind perusal and information.

In the Board Meeting dated 27^th June, 2022, the Board of Directors of the company recommended and approve the appointment of S R B C & CO LLP as Joint Statutory Auditor, subject to the approval of the shareholders in the upcoming Annual General Meeting of the company.

Internal Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. Jain Ritesh & Co. Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2022-23.

25. SECRETARIAL AUDITOR''S REPORT:

The Board has appointed CS Manish Maheshwari, Proprietor of M. Maheshwari & Associates Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2021-22, The Secretarial Audit Report for the financial year ended 31 ^st March, 2022 is annexed herewith marked as Annexure D to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

26. COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Five(5) committees as on 31.03.2022:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

The composition of all Committees has been stated under Corporate Governance Report forms an integral part of Annual Report.

27. PARTICULARS OF LOANS, GUARANTEES OR AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement (Please refer to Note No. 11 &14 to the Financial Statement).

28. DISCLOSURE REQUIREMENTS:

As per the Provisions of the SEBI (LODR) Regulations, 2015 entered into with the stock exchanges, corporate governance report with auditor''s certificate thereon and management discussion and analysis are attached, which form part of this report. As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy forms part of Board Report and is uploaded on the Company''s website: https://www.Infobeans.com

Details of the familiarization programme of the independent directors are available on the website of the Company. The link for the same is:

https://www.infobeans.com/wp-content/uploads/2015/12/

Familiarization-Programme-of-Independent-Director.pdf

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act; the whistle blowing Policy is available on the company''s website at : https://www.infobeans.com/wp-content/uploads/2015/12/ Whistle-Blower-Policy.pdf

29. RELATED PARTY TRANSACTIONS

During the financial year 2021-22, the Company entered into transactions with related parties as defined under Section 2 (76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm''s length basis and also in accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated and published on the website of the Company, https://www. infobeans.com/wp-content/uploads/2015/12/Draft-Related-Party-Transactions-1-7-1.pdf. The policy is in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

Prior omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and on arm''s length basis in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the Listing Regulations. The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in Note 42 to the Standalone Financial Statements of the Company.

The Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure G to this report.

30. PUBLIC DEPOSITS:

Your Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act,

2013 and the Companies (Acceptance of Deposits) Rules,

2014 and there were no remaining unclaimed deposits as on 31^stMarch, 2021. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

Further, your company has filed form DPT-3 for the Annual compliance as at 31^st March, 2021 for the amount received by the company which is not considered as deposit under the purview of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) rules, 2014 as amended form time to time.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out herewith as Annexure H to this Report.

32. CORPORATE SOCIAL RESPONSIBILITY

The CSR initiatives of the Company were under the thrust areas of health & hygiene, education, water management and enhancement of vocational training.

The key objective of Kaleidoscope is to provide infrastructure support, development oriented activities and events across health and education areas, centered on schools and communities along with active employee contribution and participation.

The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31^st March, 2022 in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure I to this report.

33. EMPLOYEE STOCK OPTIONS SCHEMES:

The Company established a scheme - InfoBeans Partnership Program in 2016 (ESOP IPP, 2016) for granting stock options to the eligible employees, with a view to attracting and retaining the best talent and encouraging employees to align individual performance with Company''s objectives, and promoting increased participation by them in growth of the Company. Each option representing one equity share of the Company. The scheme is governed by Employee Stock Option Scheme and Employee Stock Purchase Guidelines issued in 1999 by SEBI and as amended from time to time. The vesting period of stock options, granted during the year shall be five years. The stock options shall be exercisable within six months from the date of vesting. As per the guidelines issued by the SEBI, the excess of the market price of the underlying equity shares as on the date of grant of option over the exercise price of the option is to be recognized and amortized on a straight line basis over the vesting period.

The Shareholders of the company in the meeting held on 22^nd July, 2016 approved the allocation of 1,00,000 stock options (Revised 3,50,000 options due to bonus) to the eligible employees of the company and its subsidiaries. The details of the 2015 plan, including reference, and the requirements specified under Regulations 14 of SEBI (Share Based Employee Benefits) Regulations, 2014. The details of the employee stock options plan form part of the notes to account of the financial statements in this annual report. Later the no. of stock options approved by the shareholders has been increased to 6,00,000 (Six Lacs) subsequently by passing the shareholders resolution as on 19^th March, 2021 by Postal Ballot. During the year company has allotted 1,55,389 equity shares.

34. ANNUAL RETURN:

In accordance with the requirements of the Companies Act, 2013 the annual return in the prescribed format is available at https://www.infobeans.com/wp-content/uploads/2022/06/ Form-MGT-7.pdf

35. PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

Pursuant to Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is annexed herewith as "Annexure G”.

36. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act; the whistle blowing Policy is available on the company''s website at: https://www.infobeans.com/ wp-content/uploads/2015/12/WhistleBlower-Policy.pdf

37. RISK MANAGEMENT:

In today''s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks

for the business. The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Composition and terms of reference of Risk Management Committee are mentioned in the Corporate Governance Report. A detailed note has been provided under the Management Discussion and Analysis, which forms part of this report.

38. SIGNIFICANT & MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and Company''s operations in future.

39. PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment & remuneration of Management Personnel) Rules, 2014 as amended is mentioned in the Annexure F.

40. APPRECIATION

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and workers of the Company.

---

Mar 31, 2018

Your Directors have pleasure in presenting the 8th Annual
Report of your Company ('the company' or 'InfoBeans')
along with the audited financial statements, for the financial year ended March, 31st 2018. The
consolidated performance of the company and itssubsidiarieshas been referred to wherever required."
Company Overview
Our company is leading player offering, Product Engineering, Digital Transformation and Automation &  DevOps for clients across the globe. With two state-of­ the-art facilities in Inc:lia, the CMMI level 3 certified company caters to Fortune 500 clients  inUSA, Germany and Middle East markets. The company caters to a wide range of segments in the industry, including Healthcare compliance, Storage & Virtualization, Media & Publishing and  eCommerce. The company's efficient operations, professional team of over 700+ employees  and high customer-focus has enabled it to grow blue-chipclient base with high amount of repeat business..

Financial Highlights
Particulars

Total Revenue
Total Expenses

Standalone
2018 2017
821,834,597 685,900,990
629,069,032 564,776,515

(Amount in
Consolidated
2018 2017
974,799,844 844,756,297
783,918,830 716,819,506

 

 

 

Profit or Loss before Tax
Less:
1. Current Tax
2. Deferred Tax
3. Earlier Year Tax
4. MAT Credit Entitlement
5. CSR
Profit or Loss After Tax
Earning Per Equity Share (EPS)

 

 

 

192,765,565 121,124,475 190,881,014 127,936,791

40,750,000 26,150,000 40,750,000 26,336,644 (5,896,144) (4,510,121) (5,896,144)
(4,510,121)
304,228 (419,338) (304,118) (419,338) (14,014,222) (28,431,162) (14,024,222)
(28,431,162)
1,410,500 1,043,000 2,410,500 2,043,000
169,211,103 126,302,096 167,336,652 132,927,768

 

 

 

 

 

 

 

 

 

(l)Basic
(2)Diluted

 

 

 

 

 

 

 

 

 

7.21
7.21

 

 

 

 

 

 

 

 

 

7.15
7.15

 

 

 

 

 

 

 

 

 

7.13
7.13

 

 

 

 

 

 

 

 

 

7.52
7.52

 

Performance Review and State of Company!sAffairs
Consolidated Perfonnance
Total Revenue (includingother income) at Rs.97.48 crore in financial year 2018, as against
Rs. 84.47 crore in financial year 2017, YoY growth of 15.39%.
Profit After Tax at Rs. 16.73crore in financial year 2018 as against Rs.13.29 crore in financial
year 2017, significant growth of25.89%
EBITDA stood at Rs. 21.30 crore in financial year 2018 as against Rs. 15.52 crore in financial
year 2017, jump of
37.25%.
Standalone Performance
Total Revenue (includingother income) at Rs.82.18 crore in financial year 2018, as against
Rs. 68.59 crore in financial year2017, YoY growth of 19.82%.
Profit After Tax at Rs. 16.92 crore in financial year 2018 as against Rs.12.63 crore in financial
year 2017, significant growtho£33.98%
EBITDA stood at Rs. 21.44 crore in financial year 2018 as against Rs. l4.79 crore in financial year
2017, jump of
44.99%.
Consolidated Financial Statements
As per Regulation 33 of the Securities and Exchange 

Board of India(Listing Obligations and Disclosure
Requirements) Regulations,2015 (hereinafter referred to as uListing Regulations") and applicable
provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated
Financial Statements of the Company for the financial year 2017-18 have been prepared in
compliance with applicable Accounting Standards and on the basis of audited financialstatements of
the Company, its subsidiariesand associate companies, as approved by the respective Board of
Directors.
The Consolidated Financial Statements together with the
Auditors' Report form part of thisAnnual Report.
Subsidiaries
A separate statement containing the salient features of financial statements of all subsidiaries
of the Company forms a part of consolidated financial statements in compliance with Section 129
and other applicable provisions, if any, of the Companies Act, 2013. In accordance with
Section 136 of the Companies Act,
2013, the financial statements of the subsidiary and associate companies are available for
inspection by the members at the Registered Office of the Company during business hours on all
days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting
('AGM').

Any member desirous of obtaining a copy of the said
financialstatements may write to the Company Secretary at the Registered Office of the Company. The
financial statements including the consolidated financial statements and all other documents
required to be attached to this report have been uploaded on the website of the Company
(http://www.infobeans.com/wp­ content/u ploads/2015112/Policy-on - Material­ Subsidiary.pdO. The
Company has formulated a policy for determining material subsidiaries. The policy may be accessed
on the website of the Company.
Dividend
The Board of Directors in their meeting held on May 03rd,
2018 has recommended a final dividend ofRe. 0.50 (Fifty
Paise) per share on paid up equity capital of the company for the Financial Year 2017-18,
aggregating to Rs.
1,20,07,800/- (One Crore Twenty lacs Seven Thousand
Eight Hundred only), (excluding dividend distribution tax).
The dividend payout is subject to approval of the members at the ensuing Annual General Meeting
of the Company ('AGM').
Management's Discussion And Analysis Report
Management Discussion and Analysis forms an integral part of this report is annexed as Annexure
- A which gives details of the overall industry structure, economic developments, performance
and state of affairs of the Company'svarious businesses.
Report On Corporate Governance
Your company continues to place greater emphasis on managing its affairs with diligence,
transparency, responsibility and accountability and is committed to adopting and adhering to
best corporate governance practices.
The Board considers itself as trustee of its shareholders and acknowledges its responsibilities
towards them for creation and safeguarding their wealth. The company has set itself the objective
of expanding its capacities. As a part of growth strategy. It is committed to high levels of
ethics and integrity in all its business dealings that avoids conflict of interest. In order to
conduct business with these principles. The company has created a corporate structure based on
business needs and maintains high degree of transparency through regular disclosures with focus
on adequate control systems.
However the provisions of Regulation 15 of SEBI (Usting obligations and Disclosure Requirements)
Regulations,2015 providing a separate report on corporate governance under Regulation 34(3) read
with para C of Schedule V are set out in the Annexure B to this report.
Annual Return
The details forming part of the extract of the Annual Return as on 31st March, 2018 in Form
MGT - 9 in accordance with Section 92 (3) of the Companies Act,
2013 read with Companies (Management and 

Administration) Rules, 2014, are set out in the Annexure
C to this report.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their
knowledge and ability, confirm that:
a) In the preparation of the annual accounts for the year ended March 31st, 2018, the applicable
accounting standards read with requirements set out under Schedule Illto the Act, have been
followed and there are no material departuresfrom thesame;
b) 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 as at March 31st, 2018 and of the profit of the Company for theyear
ended on that date;
c) The Directors 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 fraud and other irregularities;
d) The Directors have prepared the annual accounts on a
'going concern' basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively; and
0 The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Internal Financial Controls and their Adequacy
Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors and
external consultants and the reviews performed by management and the relevant board
committees, including the audit committee, the board is of the opinion that the Company's
internal financial controls were adequate and effective during the financialyear 2017-18.
Directors and Key Managerial Persons
During the year under review, the following changes occurred in the position of Directors/KMPs
of the Company.
In compliance with the provisions of Sections 149,152 read with Schedule Nand all other
applicable provisions of the Companies Act, 2013 and the Companies (Appointment and
Qualification of Directors) Rules,
2014 (including any statutory modification(s) or re­ enactment thereof for the time being in
force) and SEBI (LODR) Regulation 2015, the composition of Board of Directors and Key Managerial
Personnel are as follows:-

s. Board of Directors DIN/PAN Designation
No.
1. Siddharth Sethi 01548305 Managing Director
2. Mitesh Bohra 01567885 Whole timeDirector
3. Avinash Sethi 01548292 Director& Chief Financial Officer
4. Sumer Bahadur Singh 07514667 Non-Executive Independent Director
5. Santosh Muchhal 00645172 Non-Executive Independent Director
6. Shilpa Saboo 06454413 Non-Executive Independent Director

The Company also consists of the following Key Managerial
Personnel:
S. Board of DirectorsDIN/ PAN Designation
No.

 

 

 

 

 

 

 

 

 

 

 

 

1. Avinash Sethi

 

 

 

 

 

 

 

 

 

 

 

 

01548292

 

 

 

 

 

 

 

 

 

 

 

 

Director & Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2. Trapti]ain • BARPJ7361K Company Secretary
3. Nitisha Pareek•• BQSPP3620G Company Secretary
•Ms. TraptiJain has resigned from the post of Company
Secretary of the company with effect from 21" August,
2017.
••Ms. Nitisha Pareek was appointed as a Company
Secretary of the company with effect from 21" August,
2017.
As per the provisions of the Companies Act, 2013, Independent Directors are required to be
appointed for a term of five consecutive years, but shall be eligible for reappointment on passing
of a special resolution by the Company and shall not be liable to retire by rotation. Therefore,
Mr. Santosh Muchhal, Ms. Shilpa Saboo, Mr. Sumer Bahadur Singh Directors of the Company were
appointed as Non-Executive Independent Director of the Company to hold office for a period of
5 years. The Company has received declarations from all the Independent Directors confirming
that each of them meets the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013 and per SEBI (LODR) Regulations2015.
In the Meeting of the Board of directors of the Company held on 05th March, 2018, Mr. Siddharth
Sethi is re­ appointed as the Managing Director of the Company for a period of three years with
effect from 051h March, 2018 to
04th March, 2021. Further, Mr. Avinash Sethi, being capable of becoming Chief Financial Officer of
the Company, was appointed as the Chief Financial Officer of the Company with effect from 20th
February,2015.
Changes in Directors & Key Managerial Personnel
There has been change in the designation of Mr. Mitesh 

Bohra from Whole time Director to Executive Director
w.e.f. 03.05.2018ofthecompany.
Ms. Trapti Jain (Company Secretary and Compliance Officer) had resigned from her post w.e.f
21"August, 2017 and pursuant to recommendation of Nomination & Remuneration Committee, the
Company appointed Ms. Nitisha Pareek as the Company Secretary & Compliance Officer of the
Companyw.e.f 21"August, 2017.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 20l3 and in terms of the
Articles of Association of the Company Mr. Avinash Sethi (Director
& CFO) (DIN: 01548292) is liable to retire by rotation and being eligible, seek re-appointment
at the ensuing Annual General Meeting. The Board of Directors recommends his re-appointment. Mr.
Avinash Sethi is not disqualified under Section 164(2) of the Companies Act,
2013.
Brief resume of the Director proposed to be appointed/reappointed, nature of his experience in
specific functions and area and number of public companies in which he holds
membership/chairmanship of Board and committees, shareholdings and inter-se relationships with
other directors as stipulated under Regulation 36(3) of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,2015 are provided in the 'Annexure
to Notice of AGM' forming a part of Annual report.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming
that they meet the criteria of independence as prescribed under the provisions of the
Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16
of listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for
the time beingin force).
Meetings of the Board of Directors
The following Meetings of the Board of Directors were held during theFinancial Year 2017-18 :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

. Date of Board No. of
o. Meetings Strength Directors Present
. 04/0512017 6 3
. 25/0512017 6 3
. 21/0812017 6 4
. 08/11/2017 6 3
. 04/0112018 6 3
. 05/0312018 6 4
. 09/0312018 6 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Board Evaluation
Pursuant to the provisions of the Companies Act, 20l3 read with the rules issued thereunder,
Regulation 17(10) of the listing Regulations and the circular issued by SEBI dated 5thjanuary, 2017
with respect to Guidance Note on Board Evaluation, the evaluation of the annual

 

performance of the Directors/Board/Committees was
carried out for the financial year 2017-18.
The following are some of the broad issues that are consideredillperformance evaluation:
Criteria for Evaluation of Board and its Committees: Setting up of performance objectives and
performance
against them
Board's Contribution to the Growth of the Company
Whether composition of the Board and its Committees is appropriate with the right mix of knowledge
and skills sufficient to maximize performance in the light of future strategy
Board's ability to respond to crisis
Board Communication with the Management Team
Flow of Quality Infonnation to the Board
Criteria for Evaluation of Independent Directors
. Demonstrates willingness to devote time and effort to understand the Company and its business
. Demonstrates knowledge of the sector in which the
Company operates
. Quality and value of their contributions at board meetings
. Contribution to development of strategy and risk management policy
. Effective and proactive follow up on their areas of concern
Criteria for Evaluation of Non-Independent Directors
. Knowledge of industry issues and exhibition of diligence in leading the organization
. Level of attendance at the Board and Committee meetings where he is a member
. Effectiveness in working with the Board of Directors to achieve the desired results
. Providing direction and support to the Board regarding its fiduciary obligations and governance
role
. Providing well-balanced information and clear recommendations to the Board as it establishes new
policies.
Nomination and Remuneration Policy
The board of directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI
(LODR) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors
on the basis of the criteria such as the Board composition and structure, effectiveness of board
processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. The Board and theNomination and Remuneration Committee 

("NRC) reviewed the performance of the individual directors on the basis of the criteria such as
the contribution of the individual director to the Board and committee meetings. In addition, the
Chairman also evaluated on the key aspects of his role, is annexed herewith marked as Annexure D
to this Report
In a separate meeting of independent Directors, performance of non-independent directors,
performance of the board as a whole and performance of the Chairman was evaluated, taking into
account the views of the executive directors and non-executive directors. The same was discussed in
the board meeting that followed the meeting of the independent Directors, at which the performance
of the Board, its committees and individual directors was also discussed.
Auditors and Audit report
The Company's Auditors Ws. Prakash S. Jain &: Co., Chartered Accountants, who are the
statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and
being eligible have consented and offered them-selves for re-appointment. Pursuant to the
provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is
proposed to appoint Ws. Prakash S. Jain &: Co., Chartered Accountants as statutory auditors
of the Company from the conclusion of the forthcomingAGM till the conclusion of the AGM to be held
in the year 2020.
The Company has received written consent(s) and certificate(s) of eligibility in accordance with
Sections 139,
141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder
(including any statutory modification(s) or re-enactrnent(s) thereof for the time being in
force) from Prakash S. Jain &: Co.. Further, M/s. Prakash S. Jain &: Co., Chartered
Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India as required under the Usting Regulations.
The Auditor's Report for the fiscal year 2018 does not contain any qualification, reservation
or adverse mark. The Auditors report is enclosed with financial statements in this annual report
for your kind perusal and information.
SecretarialAuditor's Report
The Board has appointed CS Manish Maheswari, Proprietor of M. Maheshwari & Associates
Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18, The
Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith
marked as Annexure E to this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
Committee of the Board
Pursuant to Section 178 of the Companies Act, 2013, Company has constituted the following
Committees of the Board: 

1. Audit Committee;
2. Nornination and Remuneration Committee;and
3. Stakeholders Relationship Committee; and
The composition of all Committees has been stated under Corporate Governance Report fonns an
integral part of Annual Report.

Subsidiaries,]oint Ventures and Associate Companies
We, along with our subsidiaries and group companies, provide consulting, technology, outsourcing
and next generation services. The Company has four subsidiaries companies namely InfoBeans INC,
InfoBeans Technologies DMCC, InfoBeans Technologies Europe GmbH, and InfoBeans IT City Private
limited.
During the year, the Board of Directors Cthe Board') reviewed the affairs of the subsidiaries. In
accordance with Section 129(3) of the Companies Act, 2013, the company has prepared consolidated
financial statements of the Company and all its subsidiaries, which form part of the Annual
Report. Further, a statement containing the salient featuresof the financial statement of our
subsidiaries in the prescribed format AOC-1 is appended as Annexure F to the Board's report.
The statement also provides the details of performance, financial positions of each of the
subsidiaries.
In accordance with Section 136 of the Companies Act,
2013, the audited financial statements, including the consolidated financial statements and
related information of the Company and audited accounts of each of its subsidiaries, are
available on our website www.infobeans.com
These documents will also be available for inspection during business hours i.e. 10.00 am to 7.00
pm. at our registered office in Indore, India with prior intimation.
During the year, investments were made in the following subsidiaries/ Associate Company:
InfoBeans Technologies DMCC InfoBeansTechnologies Europe GmbH InfoBeans INC
InfoBeans IT City Private Limited
Particulars ofEmployees
In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 ("the Act") read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company, will be provided upon request and marked as Annexure G.
In tenns of Section 136 of the Act, the Report and Accounts are being sent to the members
and others entitled thereto, excluding the information on employees' particulars which
is available for inspection by the members at the Registered Office of the Company during
business hours on working days of the Company up to the date of the ensuing AGM. If any member is
interested in obtaining a copy thereof, such member may write to the Company Secretary of the
Company in this regard.

Particulars of Loans, Guaranteesor and Investments
Particulars of loans given, investments made, guarantees given and securities provided along with
the purpose for which the loan or guarantee or security is proposed to be utilized by the
recipient are provided in the Financial Statement (Please refer to Note No. 12 to the Financial
Statement).
Disclosure Requirements
li!f As per the Provisions of the SEBI (LODR) Regulations,
2015 entered into with the stock exchanges, corporate governance report with auditor's
certificate thereon and management discussion and analysis are attached, which form part of this
report.
As per the Provisions of the SEBI (LODR) Regulations,
2015 entered into with the stock exchanges, a business responsibility report is attached and fonns
part of this annual report.
Details of the familiarization programme of the independent directors are available on the
website of the Company. The link for the same is: http://www. infobeans. com/wp­ con tent/u
ploads/2 0 15/ 12/F amiliariza tion­ Programme-of-Independent-Director.pdf
li!f The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism
for employees including directors of the Company to report genuine concerns. The provisions of
this policy are in line with the provisions of the Section 177(9) of the Act; the whistle blowing
Policy is available on the company's website at Chttp://www.infobeans.com/wp­
content/uploads/2015/12/Whistle-Blower-Policy.pdf
Disclosure under the Sexual Harassment of Women at
Workplace (Prevention, And Redressal) Act, 2013.
InfoBeans is committed to provide a healthy environment to all its employees , the company has in
place a Prevention of the Sexual Harassment Policy and an Internal complaints committee as
per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, The policy aims at educating employees on conduct that constitute
sexual harassment, ways and meansto prevent occurrence of any such incident, and the mechanism for
dealing with such incident in the unlikely event of its occurrence. The Company has also
constituted an Internal Committee to deal with any Sexual harassment cases reported, as required
under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and rules made there under.
The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no
complaints were received against the sexual harassment at workplace.

Related Party Transactions
During the financial year 2017-18, the Company entered into transactions with related parties as
defined under Section 2 (76) of the Companies Act, 2013 read with Companies (Specification of
Definitions Details) Rules,
2014, all of which were in the ordinary course of business 

and on arm's length basis also in accordance with the
provisions of the Companies Act, 2013 read with the Rules issued there under and the listing
Regulations.
Further, there were no transactions with related parties which qualify as material transactions
under the listing Regulations.
All transactions with related parties were reviewed and approved by the Audit Committee and are in
accordance with the Policy on Related Party Transactions and published on website of
the Company, h tt ps :/ /www. info beans. com/wp -content
!uploads/2015/12/Draft-Related-Party-Transactions-l-7- l.pdf. The policy is formulated in
accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and
the listing Regulations.
Prior approvals are granted by the Audit Committee for related party transactions which are of
repetitive nature, entered in the ordinary course of business and on arm's length basis in
accordance with the provisions of Companies Act, 2013 read with the Rules issued there
under and the listing Regulations. The details of the related party transactions are set
out in Note 42 to the Standalone Financial Statements of the Company.
The Form AOC - 2 pursuant to Section 134 (3) (h) ofthe Companies Act, 20 l3 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is set out in the AnnexureHto this report.
Conservation ofEnergy, Technology Absorption
The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo as stipulated under Section 134 ofthe Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, is set out herewith as Annexure I to this Report.
CorporateSocial Responsibility
The CSR initiatives of the Company were under the thrust areas of health & hygiene, education,
water management and enhancement of vocational training.
The key objective of Corporate Social Responsibility is to provide infrastructure support,
development oriented activities and events across health and education areas centered on
schools and communities along with activ employee contribution and participation.
The Company's CSR Policy statement and annual report on the CSR activities undertaken during the
financial year ended 31st March, 2018, in accordance with Section 135 of the Companies Act, 2013
and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) is set out in the
Annexure]to this report.

Employee Stock Option Schemes
The Company established a scheme - InfoBeans
Partnership Program in 2016 (ESOP IPP, 2016)for

granting stock options to the eligible employees, with a
view to attracting and retaining the best talent, and encouraging employees to align individual
performance with Company's objectives, and promoting increased participation by them in growth of
the Company. Each option representing one equity share of the company; the scheme is governed by
Employee Stock Option Scheme and Employee Stock Purchase Guidelines issued in 1999 by SEBI and as
amended from time to time. The vesting period of stock options, granted during the year shall be
five years. Thestock options shall be exercisable within six months from the date of vesting. As
per the guidelines issued by the SEBI, the excess of the market price of the underlying equity
shares as on the date of grant of option over the exercise price of the option is to be recognized
and amortized on a straight line basis over the vesting period.
The Shareholders of the company in the meeting held on
22nd july; 2016 approved the allocation of 1,00, 000/­ stock options (Revised 3,50,000 options
due to bonus) to the eligible employees of the company and itssubsidiaries. The details of the 2015
plan, including reference, and the requirements specified under Regulations 14 of SEBI (Share
Based Employee Benefits) Regulations, 2014.
The details of the employee stock options plan form part of the notes to account of the financial
statements in this annual report.
Foreign Exchange Earnings and Outgo
We have established a Substantial direct marketingaround the world, including Dubai, Frankfurt,
Tampa, and Dublin. These offices are staffed with Sales and marketing specialists who sell our
services to large international clients.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

articulars
he Foreign Exchange earned n terms of actual inflows uring the year;
nd the Foreign Exchange utgo during the year in erms of actual outflows.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018 2017
780,193,249 661,231,773

 

10,030,158 11,497,352

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk Management
In today's economic environment, Risk Management is a very important part of business. The main
aim of risk management is to identify, monitor & take precautionary measures in respect of the
events that may pose risks for the business. The Board & Audit Committee is responsible for
reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a continuing
basis by keeping Risk Management Report before the Board & Audit Committee periodically.
Appreciation
Your Directors wish to express their grateful appreciation to the continued co-operation received
from the Banks,

Government Authorities, Customers, Vendors and Shareholders during the year under review. Your
Directors also wish to place on record their deep sense of 

appreciation for the committed service of the Executives, staff and workers of the Company.