Directors Report of Intense Technologies Ltd.

Mar 31, 2025

Your Directors have the pleasure in presenting the Thirty-Fifth (35^th ) Annual Report of your Company together with the
Audited Standalone & Consolidated Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL POSITION AND COMPANY’S STATE OF AFFAIRS

1. Financial Performance

The attached Financial Statements for the year ended March 31, 2025, have been prepared in accordance with Indian
Accounting Standards (Ind AS) consequent to the Notification of the Companies (Indian Accounting Standards)
Rules, 2015 issued by the Ministry of Corporate Affairs. The Standalone and Consolidated financial statements of the
Company, forming part of the Annual Report, have been prepared and presented in accordance with all the material
aspects of the Indian Accounting Standards (‘Ind AS'') as notified under section 133 of the Companies Act 2013 read
with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (‘MCA'')) and relevant
amendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI").

2. Financial Results

('' in lakhs)

	Consolidated		Standalone
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenues	15,370.31	11,651.11	13,130.18	10,479.98
Total Expenditure	13,332.44	9651.22	11,718.73	8,872.76
Profit before Tax	2,037.87	1,999.89	1,411.45	1,607.22
Tax Expense	405.55	436.26	340.54	409.77
Profit after tax	1,632.31	1563.63	1,070.91	1,197.45
Earnings per equity share
Basic EPS (Face Value '' 2/- each)	7.00	6.66	4.59	5.10
Diluted EPS (Face Value '' 2/- each)	6.90	6.63	4.53	5.08

Performance Review
Standalone Financial Statements

Your Company, during the year under review, earned total revenue of '' 13,130.18 against '' 10,479.98 lakhs over the
previous year. The profit before tax was '' 1,411.45 lakhs as against '' 1,607.22 lakhs in the previous year. The profit after
tax for the current year is '' 1,070.91 lakhs against '' 1,197.45 lakhs in the previous year.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2024-25 are prepared in compliance
with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as
in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards)
Rules, 2015. The Audited Consolidated Financial Statements, together with the Auditor''s Report thereon, forms part of
this Annual Report.

Your Company, during the year under review, earned total revenue of '' 15,370.31 lakhs, against '' 11,651.11 lakhs over the
previous year. The profit before tax was '' 2,037.87 lakhs as against '' 1,999.89 lakhs in the previous year. The profit
after tax for the current year is '' 1,632.31 lakhs against '' 1,563.63 lakhs in the previous year.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial
Statements, along with relevant documents and separate annual accounts in respect of subsidiaries, are available on
the website of the Company. The annual accounts of the subsidiaries and related detailed information will be made
available to investors seeking information till the date of the AGM.

Your Company has complied with all the Acts, Rules, Regulations, and Guidelines issued/prescribed by the Securities
Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs, and other statutory authorities.

3. Transfer to reserves

Your directors do not propose to transfer any amount to general reserves for the financial year ended March 31, 2025.

4. Investor Relations

Your Company always believes in striving hard in achieving excellence with adhering best practices in Investor
Relations while maintaining a relationship with Analysts and Investors.

In the Financial Year 2024-25, your Company has increased its interaction with investors through quarterly investor calls
via audio conferencing. The management, including the Managing Director, Whole-Time Directors, and Chief Financial
Officer, has communicated extensively with investors and Analysts and strives to continue this communication even
better in the coming years.

5. Dividend

Your Directors have pleasure in recommending a dividend of 50% i.e. '' 1.00/- per equity share of face value of '' 2/-
each for the financial year ended March 31, 2025, at their meeting held on May 16, 2025, amounting to ''235.16 lakhs.
The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The Register of Members and Share Transfer Books will remain closed from Wednesday, September 23, 2025, to
Tuesday, September 30, 2025 (both days inclusive) for the purpose of payment of dividend for the financial year ended
March 31, 2025.

6. Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a Dividend
Distribution Policy with the objective of providing clarity to its stakeholders on the profit distribution strategies of
the Company. During the year, the said Policy has been reviewed by the Board of Directors of the Company and hosted
on the website of the Company at https://in10stech.com/investors/

7. Share capital

As at 31^st March, 2025, the total paid up Share capital of the Company is '' 4,70,32,398 /- divided into 23,516,199 Equity
Shares of '' 2/- each.

During the financial year, the Company raised funds for the allotment of 48,750 (Forty-Eight Thousand Seven Hundred
Fifty) equity shares of ''2/- (Rupees Two only) each under the ESOP Scheme A 2009 and the ESOP Scheme 2005.The said
issue and allotment are in accordance with the (Share Based Employee Benefits & Sweat Equity) Regulations, 2021.

8. Registered Office

The Company has shifted its Registered Office within the local limits of the city from A1, Vikrampuri, Secunderabad,
Telangana 500009, India to Unit # 01, The Headquarters, 10th Floor, Wing B, Orbit by Auro Realty, Knowledge City,
Raidurg, Lingampalli, K.V.Rangareddy, Serilingampally, Telangana, India, 500019. All the required e-forms have been
duly filed with the Ministry of Corporate Affairs (MCA).

9. Deposits

Your Company has not accepted any deposits from the Directors/ Shareholders/Public and as such falling within the
ambit of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules,
2014, during the year under review and hence there are no unpaid/unclaimed deposits nor amount of principal or
interest on public deposits was outstanding as on the Balance Sheet date.

10. Buy-back of shares and disinvestment

The Company has not bought back any of its securities, and there was no disinvestment during the Financial Year
ended March 31, 2025.

11. Particulars of loans, guarantees, and investments

Details of loans, guarantees, and investments covered under the provisions of Section 186 of the Act are given in the
notes to the Financial Statements.

12. Particulars of Contract or Arrangements made with Related Parties

The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013
and rules and SEBI Listing Regulations made thereof as amended from time to time and as per the Related Party
Transaction (RPT) policy of the Company, during the financial year ended March 31, 2025, in prescribed Form AOC-2 is
annexed to this Board''s Report (Annexure-I).

Further, there are no materially significant related party transactions during the year under review with Promoters,
Directors, Key Managerial Personnel''s, and their relatives, which may have a potential conflict with interest of the
company at large. The related party transactions were placed before the audit committee and also with the Board
at their respective meetings for approval. All related party transactions entered during the year were in the ordinary
course of business and at arm''s length basis. Details of the related party transactions during the year are part of the
financial statements forming part of this Annual Report.

The Company has formulated a Policy on Related Party Transactions and the manner of dealing with related party
transactions, which is available on the Company''s website at https://www.in10stech.com/Investors. Further, in
compliance with Regulation 23(9) of SEBI (LODR), details of related party transactions are submitted on a half-yearly
basis to the Stock Exchanges and hosted on the Company''s website.

13. Material changes and commitments affecting the financial position of the company between the end of the
financial year and the date of the report

There have been no material changes and commitments, which affect the financial position of the Company, that
have occurred between the end of the financial year to which the financial statements relate and the date of this
report.

14. Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, your Directors confirm as under:

i. In the preparation of the annual accounts (Standalone & Consolidated) for the financial year 2024-25, the
applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013
have been followed, and there are no material departures from the same.

ii. 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 your
Company at the end of the financial year 2024-25 and the Profit of the Company for the year under review.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a ‘going concern'' basis.

v. The Directors have laid down internal financial controls to be followed by the company, and that such internal
financial controls are adequate and operating effectively.

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and
that such systems were adequate and operating effectively.

vii. The Directors further confirm that during the year under review, there were no instances of fraud reported by the
Auditors under Section 143(12) of the Companies Act, 2013.

>. Variation in market capitalization

ha nTir*i ii a no	As at March 31
PARTICULARS	2025	2024
Market Capitalisation ('' in Crores)	213.74	270.11

Note: Data based on share prices quoted on BSE. A comparative analysis of the Company''s share price movement with the BSE
Sensex/NSE Nifty is provided in the Corporate Governance Report.

16. Management Discussion and Analysis

In compliance with Regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, as amended from time to time, the Management''s Discussion and Analysis is
provided in a separate section and forms an integral part of this Report.

In compliance with Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Business Responsibility and Sustainability Report (BRSR) also forms part of this Annual Report and is hosted on
the Company''s website.

17. Revision of Financial Statements

There was no revision of the financial statements and Board Report of the Company during the year under review.
BUSINESS DESCRIPTION

18. Subsidiaries, Associates, and Joint Ventures

The Company has 3 (three) Wholly Owned Subsidiary Company(ies) (WOS):

a. “Intense Technologies FZE" in Hamriyah Free Zone, Hamriyah, United Arab Emirates (U.A.E).

b. “Intense Technologies INC" in Miami, Florida, United States of America (USA).

c. “Intense Technologies UK Limited" in 200 Brook Drive, Green Park, Reading RG2 6UB, United Kingdom (UK).

The performance and financial position of the subsidiary companies included in the consolidated financial statement
is provided in accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts) Rules,
2014 containing the salient features of the financial statement of Company''s subsidiary companies in Form AOC - 1
in “Annexure II" to this report.

The Company''s Policy on determining material subsidiaries, as approved by the Board, is uploaded on the Company''s
website at https://www.in10stech.com/Investors

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013
(“Act"), and during the financial year under review, your Company has not added/removed any joint ventures or
associate companies.

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 its wholly-owned
Subsidiary, are available on the website of your Company, www.in10stech.com. These documents will also be available
for inspection during the business hours of the Company at its registered office in Unit #01, The Headquarters, 10^th
Floor, Wing B, Orbit by Auro Realty, Knowledge City, Raidurg, Ranga Reddy, Hyderabad-500019, India.

19. Research & Development

The company places strong emphasis on Research and Development (R&D), which is a cornerstone of its product
innovation and growth strategy. All AI models, algorithms, and core technologies are developed in-house by our expert
R&D team, which stays at the forefront of advancements in artificial intelligence, machine learning, and industry best
practices.

20. Intense Employee Welfare Trust

At a meeting held on 17th May, 2024, the Board of Directors approved the formulation of an Employee Stock Option
Scheme viz. Intense Employee Stock Option Scheme 2024 (“Intense ESOP 2024" or “Scheme") in terms of the

Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 (SEBI
SBEB and SE Regulations). The Board mandated the Nomination and Remuneration Committee to implement and
administer the Intense ESOP 2024. The Shareholders of the Company have approved ESOP 2024 on 30th July, 2024 by
way of postal ballot through remote e-voting under which the Company may create, offer and grant from time to time,
in one or more tranches, not exceeding 10,00,000 employee stock options to its employees as defined in the aforesaid
scheme working exclusively with the Company. As per the scheme equity shares of the Company would be acquired
through secondary acquisition on the platform of a recognized Stock Exchange for cash consideration by a trust
formed for this purpose viz. ‘Intense Employee Welfare Trust''. Each option when exercised would be converted into
one fully paid-up equity share of '' 2/- each of the Company. The options under ESOP 2024 would vest not earlier than
minimum vesting period of one year and not later than four years from the date of grant of options. The exercise price
shall be determined by Board (which shall for all purpose include the Nomination and Remuneration Committee). The
further details related thereto have been mentioned in the Scheme. For the year ended 31st March, 2025, since the
Company has not granted any option to its employees, the relevant disclosures are not applicable.

21. Directors and Key Managerial Personnel

Directors

Appointment/Re-appointment

In order to comply with the provisions of section 152 of the Companies Act, 2013 and rules applicable thereunder, Mr.
Tikam Sujan (DIN: 02137651), Non-Executive Director of the Company, is liable to retire by rotation and offers himself
for re-appointment.

Retirements and resignations:

During the year under review, the following Directors demitted Office upon their retirement with effect from 30^th
September 2024.

Name of the Director	DIN	Category
Mrs. Sarada Devi Vemuri	02268210	Non-Executive Independent Director
Mr. Pavan Kumar Pulavarty	02530632	Non-Executive Independent Director
Mr. Srivath Shanker Rao Kandukuri	02593315	Non-Executive Independent Director
Mr. Shyamsunder Mallick Vadlamani	02665539	Non-Executive Independent Director

Declaration from Directors

Your Company has received necessary declaration from all directors stating that they are not debarred or disqualified
from being appointed or continuing as Directors of companies as per the Securities and Exchange Board of India,
Reserve Bank of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Independent Directors:

During the year under review, the following are the Independent Directors of the Company, in terms of Section 149 of
the Act:

Name of the Director	DIN	Category
Mr. Suryanarayana Raju Kalidindi	02088390	Independent Non-Executive Director
Mrs. Nishitha Yogesh	08034049	Independent Non-Executive Director
Mr. Jagannath	10729898	Independent Non-Executive Director
Mr. Gopala Krishna Dhanyamraju	08217921	Independent Non-Executive Director

science and technology, digitalization, human resources, strategy, auditing, tax and risk advisory services, financial
services, corporate governance, etc., and that they hold the highest standards of integrity.

Declaration by Independent Directors

Your Company has received necessary declaration from each independent director stating that they met the criteria
prescribed for independence under Section 149 of the Companies Act, 2013, and Regulation 25 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, and the Board has confirmed its veracity and taken the
same on record.

Familiarization Programme

These programmes aim to provide insights into the Company to enable the Independent Directors to understand
its business in depth and contribute significantly to the Company. The Board members are also regularly updated
on changes in the statutory provisions like changes in Corporate Laws, SEBI Regulations, Taxation Laws and People
related laws as applicable at the quarterly Board meetings. The Board members are also updated on the Risk universe
applicable to the Company''s business.

The MD & WTDs of the Company conducts quarterly sessions with Board members sharing updates about the
Company''s business strategy, operations and the key trends in the IT industry that are relevant for the Company.
These updates help the board members to keep abreast of the key changes and their impact on the Company.

The newly appointed Directors are given induction and orientation with respect to the Company''s Vision, Core
purpose, Core Values and Business operations. In addition, detailed presentations are made on business environment,
performance of the Company at every Board Meeting.

The above initiatives help the Directors to understand the Company, its business and the regulatory framework in
which the Company operates and enables the Directors to fulfill their role/responsibility.

Key Managerial Personnel (‘KMP’):

During the year under review, the Company has the following persons as Key Managerial Personnel.

Name of the Director	DIN/ Membership No	Category/ Designation
Mr. C.K. Shastri	00329398	Chairman & Managing Director
Mr. Jayant Dwarkanath	00329597	Whole time Director
Ms. C. Anisha Shastri	08154544	Whole time Director
Mr. Nitin Sarda	-	Chief Financial Officer
Ms. Pratyusha Podugu	ACS-71069	Company Secretary and Compliance Officer

22. Committees of the Board

Currently, the Board has five committees i.e., Audit Committee, Nomination and Remuneration Committee, Corporate
Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this
Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and
Rules, are as follows:

The Independent Directors of the Company hold office for a term of five years or until completion of 75 years, whichever
is earlier. They are not liable to retire by rotation in terms of Section 149(13) of the Act. The Board is of the opinion that
the Independent Directors of the Company possess requisite qualifications, experience, and expertise in the fields of

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
Audit committee	Mr K. Suryanarayana Raju (C) Mrs Nishitha Yogesh (M) Mr D. Gopala Krishna (M)	• All recommendations made by the audit committee during the year were accepted by the Board. • Reviewing with the management, the quarterly financial statements before submission to the Board for approval. • Approval or any subsequent modification of transactions of the Company with related parties. • Reviewing with the management, the performance of statutory auditors and internal auditors, adequacy of internal control systems, etc.
Nomination and Remuneration Committee	Mr K. Suryanarayana Raju (C) Mrs Nishitha Yogesh (M) Mr D. Gopala Krishna (M)	• The committee oversees and administers executive compensation, operating under a written charter adopted by our Board of Directors. • The nomination and remuneration committee has framed the nomination and remuneration policy.
Corporate Social Responsibility	Mrs Nishitha Yogesh (C)	• To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy
Committee	Mr K. Suryanarayana Raju (M) Mr D. Gopala Krishna (M)	indicating activities to be Undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made there under. • To monitor the implementation of the CSR Policy of the Company from time to time
Stakeholders Relationship Committee	Mrs Nishitha Yogesh (C) Mr K. Suryanarayana Raju (M) Mr Jagannath (M)	• The committee reviews and ensures the redressal of investor grievances. • The committee noted that all the grievances of the investors have been resolved during the year.
Risk Management Committee	Mr D. Gopala Krishna (C) Mr K. Suryanarayana Raju (M) Mrs Nishitha Yogesh (M)	• The purpose of the committee is to assist the Board in fulfilling its corporate governance with regard to the identification, evaluation & mitigation of operational, strategic, and environmental risks efficiently and effectively. • The Company has developed and implemented a risk management framework that includes the identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

23. Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulation of certain
policies for all listed companies. All the corporate policies are available on the Company website (https://in10stech.
com/investors). The policies are reviewed periodically by the Board and updated based on need and new compliance
requirements.

In addition to its Code of Conduct and Ethics, kev policies that have been adopted bv the Company are as follows:

Name of the policy	Brief description	Web link
Whistle-blower Policy (Policy on vigil mechanism)	The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. It also provides for adequate safeguards against victimization of employees who availed the mechanism, and also provides for direct access to the Chairperson of the Audit Committee.	https://www.in10stech.com/Investors#
Insider Trading Policy and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information	The Company has adopted a Code of Conduct to Regulate, Monitor & Report Trading by Insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as per the SEBI (Prohibition of Insider Trading) Regulation 2015, with a view to regulate trading in securities by the Directors and Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed and other certain situations. All Board of Directors and the designated employees have confirmed compliance with the Code.
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel, and senior management of the Company.

Name of the policy	Brief description	Web link
Corporate Social Responsibility Policy	The policy outlines the Company''s strategy to bring about a positive impact on Society through programs relating to hunger, poverty, education, healthcare, environment, etc., as per the provisions of the Companies Act, 2013.
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties
Policy on Preservation of Documents	The policy is for the preservation of corporate records of the Company.
Policy on Determination of Materiality of Events	The Policy is to determine the materiality of events or information relating to the Company and to ensure timely and accurate disclosure on all material matters concerning the Company.	https://www.in10stech.com/Investors#
Policy for Determining Material Subsidiaries	The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.
Archival Policy	The policy deals with the retention and archival of corporate records of the Company.
Dividend Distribution Policy	This Policy is to ensure the right balance between the quantum of dividends paid and the amount of profits retained in the business for various purposes.
Policy on Prohibition of Sexual Harassment	This Policy is adopted to protect women against sexual harassment at the workplace and to ensure safe working environment for women
Risk Management Policy	This Policy is a formal representation of the Company''s commitment to Risk Management. The Policy is supported by the Risk Management & Assessment Framework, which provides guidance with regard to the processes that underpin effective and consistent risk management.
Board Diversity Policy	This Policy on Board Diversity (the "Policy") sets out the Company''s approach to ensuring adequate diversity in its Board of Directors (the "Board ")
Business Responsibility Policy	This Policy endorses the Company''s commitment to follow principles and core elements in conducting its business, as laid down in the National Voluntary Guidelines on Social, Environmental and Economic responsibilities of Business.

24. Health, Safety, and Environment protection

The Company is committed to excellence in safety, health, environment, and quality management. It accords highest
priority to the health and safety of its employees, customers, and other stakeholders as well as to the protection of
the environment. The management of your Company is focused on continuous improvement in these areas, which are
fundamental to the sustainable growth of the Company.

25. State of Company’s Affairs:

The past year has been one of renewed momentum and measurable progress for Intense Technologies, driven by
strategic initiatives, global expansion, and a sharper focus on future-ready innovations. To strengthen our position in
key markets, we established a new sales office in the United States, unlocking greater traction. Complementing this
expansion, we brought in seasoned sales leadership with deep domain expertise to sharpen our industry focus and
accelerate value creation for our customers.

Our strategic partnerships have further enhanced solution delivery and extended our global reach, ensuring enterprises
benefit from offerings designed to address operational gaps. At the heart of this agenda lies our investment in AI-
native innovation, with a deliberate focus on Generative AI, Agentic AI, and customer engagement platforms. These
advancements are not only shaping the future of enterprise workflows but are also delivering tangible business
outcomes, reducing operational costs, driving faster time-to-market, and enhancing customer lifetime value.

Our platforms have also been recognized by top-tier industry analyst firms like Gartner, IDC, Omdia, Aspire, Celent,
and QKS Group; acknowledging the strength of our product portfolio and thought leadership, further validating our
position as a trusted partner for enterprises navigating digital transformation.

Looking ahead, Intense Technologies remains committed to building intelligent, scalable platforms that simplify
complexity and empower enterprises to thrive in the digital-first economy. Our mission is clear: to deliver purpose-
led growth and create sustainable long-term value for clients, stakeholders, and shareholders alike

26. Future outlook:

Looking ahead, with continued focus on strengthening our presence in strategic geographies, expanding into new
territories, and nurturing green shoots with net-new domestic clients, we are laying the foundation for sustained
growth and deeper client engagement. Our operating model is designed to remain agile and efficient, with lean, high-
performing teams that combine domain expertise with execution excellence. At the same time, we are investing in
building talent in-house, ensuring that we have the right skills and capabilities to deliver innovation at scale while
maintaining cost efficiency.

Our green shoots across our platforms and services validate the strength of our strategy and reinforce our confidence
in the opportunities ahead. We continue to leverage our intellectual property and deep expertise in the customer
communications domain to enhance customer engagement, cut costs, and drive significant cost savings.

As we move forward, the fusion of AI for business advantage continues to be our motto; we aim to create ecosystems
that are intelligent, agile, and scalable. Our commitment is to help clients go beyond efficiency gains, to unlock new
growth models, transform customer experiences, and build resilience for the future.

27. Industrial relations

During the year under review, industrial relations remained cordial and stable. The directors wish to place on record
their sincere appreciation of the co-operation received from employees at all levels.

HUMAN RESOURCES

Your Company has taken several initiatives in the development of human resources, the most important asset of the
Company. Your Company takes pride in the commitment, competence, and dedication shown by its employees in all
areas of business and ensures that it provides a harmonious and cordial working environment to all its employees. To
ensure good human resources management, your Company focused on all aspects of the employee lifecycle. This provides
a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through
various skill- development program, engagement, and volunteering programs. Your company has put in continued efforts
in building capabilities of Human Resources with adoption of specific and targeted interventions.

Your Company has a structured induction process at all locations and management development programs to upgrade
skills of managers. Objective appraisal systems based on Key Result Areas are in place for all employees. Your Company
is committed to nurturing, enhancing, and retaining talent through superior Learning & Organizational Development. This
is a part of Corporate HR function and is a critical pillar to support the organization''s growth and its sustainability in the
long run. Some of the initiatives taken in this area are -

Communication:

Frequent, Transparent and Empathetic With associates working from home, your Company faced natural challenges
in ensuring that a distributed workforce stayed connected. Your Company communicated with urgency, transparency
and empathy to help associates adjust to the constantly changing conditions crises bring and to maintain a single
source of truth. Your Company created a live microsite to prioritize consistent and continuous communication. Your
Company launched newsletters that included messages from leaders, inspirational stories, training calendars, associate
engagements etc. Additionally, a new connect series was introduced to keep associates updated and inspired by external
speakers. This was a way to virtually connect, featuring global leaders from a cross section of industries.

Engagement:

Your Company used connected technologies to create meaningful experiences for associates working remotely and
organized several collaborative activities.

Hiring:

Your Company has taken proactive steps to introduce young talent that will thrive in the ‘new normal.'' Your Company
gives fresh graduates the flexibility of remote work from home. Your Company has also expanded the use of the new-age
platform in the hiring process.

Learning:

During the year virtual learning gained momentum as your Company prioritized re-skilling and up-skilling through various
initiatives.

Diversity:

Creating a sense of Belonging, Your Company reinforced its commitment to being intentionally diverse. The associates
of your Company have helped drive future business in the ‘new normal.'' Focused efforts were made towards generational
diversity as young leaders were developed through various programs.

28. Leadership:

The Company adopted new changes and changed the leadership paradigm and style of functioning. It warranted
being focused and yet open to revisiting strategies, taking bold risks, judiciously deploying resources, and above all,
working tirelessly till the desired results are achieved! The leaders helped rally their teams, kept the team engaged,
and communicated clear, crisp messages frequently while challenging conventional thinking. Your Company has
launched to drive towards high-performance culture, which ensures that key business initiatives and leaders'' goals
are in sync and tracked regularly.

29. Employee Stock Option Plan

The ESOP Scheme(s) of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.

A certificate from Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is
implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and
in accordance with the resolutions passed in the General Body Meetings will be available for inspection in electronic
mode during the AGM to any person having right to attend the meeting.

The Disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, read with SEBI Circular dated June 16, 2015, on ESOP disclosure forms a part of this Annual Report. (Annexure-III).

30. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as
Annexure-IV to this report.

A statement containing the names of every employee employed throughout the financial year and in receipt of
remuneration of ''1.02 crore or more per annum or employed for part of the year and in receipt of ''8.50 lakh or more
in a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
as amended from time to time are provided in this report

31. Prevention of Sexual Harassment (‘POSH’)

The Company has always believed in providing a safe and harassment free workplace for every woman working in the
Company''s premises, through various interventions and practices. The Company has adopted a policy and constituted
the Internal Complaint Committee under Prevention of Sexual Harassment of Women at Workplace in accordance
with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as amended
from time to time.

The Company has received 1(one) complaint during the year.

The Company regularly conducts awareness programmes for its employees.

The following is the summary of sexual harassment complaints received and disposed of during the year:

Sl No	Particulars	Status of the No. of complaints received and disposed off
1	Number of complaints on sexual harassment received	3
2	Number of complaints disposed off during the year	3
3	Number of cases pending for more than ninety days	0
4	Number of workshops or awareness programmes against sexual harassment carried out	The Company regularly conducts necessary awareness programmes for its employees
5	Nature of action taken by the employer or district officer	The employee has been terminated from his place of office

Further details relating to POSH compliance are also disclosed in the Corporate Governance Report forming part of
this Annual Report.

32. Vigil Mechanism

The Board of Directors of the Company had adopted the Whistle Blower Policy in compliance with the provisions of
Section 177 of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A mechanism has been established for employees to report concerns about unethical behaviour,
actual or suspected fraud, or violation of the Code of Conduct and Ethics. It also provides adequate safeguards against
the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit
Committee in exceptional cases. The Audit Committee periodically reviews the functioning of whistle whistleblower
mechanism. No complaints have been received during the Financial Year ended March 31, 2025. No personnel have
been denied access to the Audit Committee during the Financial Year 2024-25.

The details of said vigil mechanism are given in the Corporate Governance Report, which forms part of this Annual
Report. A copy of the Whistle Blower Policy is available in the company''s website i.e., https://in10stech.com/investors/

CORPORATE GOVERNANCE

33. Corporate Governance

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an
organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business
with a firm commitment to values, while meeting stakeholders'' expectations. It is imperative that your company''s
affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of the stakeholders.

The Report on corporate governance for the year ended 31^st March 2025, pursuant to Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

34. Auditors’ certificate on Corporate Governance

As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the auditor''s certificate on
corporate governance regarding the compliance of conditions forms part of the Annual Report.

35. Governance and Compliance

The Secretarial and Legal functions of the Company ensure the maintenance of good governance within the
organization. They assist the business in functioning smoothly by being compliant at all times and providing strategic
business partnerships in the areas, including legislative expertise, corporate restructuring, regulatory changes, and
governance.

36. Governance Guidelines

The Company has adopted the Governance Guidelines on Board Effectiveness to fulfill its corporate governance
responsibility towards its stakeholders. The Governance Guidelines cover aspects relating to composition and role of
the Board, Chairman and Directors, Board diversity, definition of independence, Director''s term, retirement age, and
Committees of the Board. It also covers aspects relating to nomination, appointment, induction, and development of

Directors, Directors'' remuneration, subsidiary oversight, code of conduct, review of Board effectiveness, and mandates
of Committees of the Board.

37. Board Diversity

Your Company recognizes and embraces the importance of a diverse board for its success. Your Company believes
that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, and industry experience,
cultural and geographical background, age, and gender, which will help the Company retain its competitive advantage.
The Board has adopted the Board Diversity Policy, which sets out the approach to diversity of the Board of Directors.
The Policy is available on the Company website at https://in10stech.com/investors/

38. Board Composition

It is desired to have an appropriate mix of Executive and Non-executive & and Independent and Women Directors to
maintain the independence of the Board and separate its functions of governance and management.

As on March 31, 2025, the Board had 8 members, consisting of 3 Executive directors, 1 Non-Executive Non-Independent
Director, 1 Non-Executive Independent Woman Director, and 3 Non-Executive Independent Directors.

The Board periodically evaluates the need for a change in its composition and size. The policy of your Company
on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes,
independence of a director, and other matters as provided under Section 178(3) of the Companies Act, 2013, and SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, was adopted by the Board. It is affirmed that the
remuneration paid to the Director(s) is as per the terms laid out in the nomination and remuneration policy of the
Company.

39. Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for the
selection and appointment of Directors, Senior Management Personnel, and their remuneration. The Nomination and
Remuneration Policy adopted by the Board is available on the Company''s website at https://in10stech.com/investors/

40. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
devised a policy on evaluating the performance of the Board of Directors, the Chairman, Committees, and Individual
Directors. The evaluation process was carried out during the year, and the summary of the evaluation reports was
presented to the Board. The Directors had positive feedback on the overall functioning of the Committees and the
Board. The suggestions made by the Directors in the evaluation process have been suitably incorporated into the
processes. In particular, the evaluation of Independent Directors was carried out on parameters such as participation
at meetings, objectivity and independent judgment, safeguarding minority interest, and overall contribution to Board
deliberations.

41. Procedure for Nomination and Appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy
of the Company. The Board composition analysis reflects an in-depth understanding of the Company, including its
strategies, environment, operations, financial condition, and compliance requirements.

NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment
or reappointment is required. The Committee is also responsible for reviewing the profiles of potential candidates
vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations for their
nomination to the Board. At the time of appointment, specific requirements for the position, including the expert
knowledge expected, are communicated to the appointee.

During FY 2024-25, the Board had also identified the list of core skills, expertise, and competencies of the Board of
Directors as are required in the context of the businesses and sectors applicable to the Company and those actually
available with the Board. The Company has also mapped each of the skills, expertise, and competencies against the
names of the Board Members possessing the same.

42. Meetings of the Board

The Board met five times during the financial year 2024-25. The meeting details are provided in the Corporate
Governance report that forms part of this Annual Report. The maximum interval between any two meetings did not
exceed 120 days as prescribed in the Companies Act, 2013, and SEBI Listing Regulations.

43. Auditors and Auditors’ Report
Statutory Auditors

As per Section 139 of the Companies Act, 2013 (‘the Act''), read with the Companies (Audit and Auditors) Rules, 2014,
M/s. MSPR & Co., Chartered Accountants (Firm Registration No. 010152S), Hyderabad, were appointed as the statutory
auditors at the 31^st Annual General Meeting held on 30^th September, 2021, for a term of five (5) years from the conclusion
of the 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting.

Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to
such appointment for ratification by members at every Annual General Meeting has been omitted with effect from 7th
May 2018. The Board of Directors is empowered to fix the remuneration of the Statutory Auditor on a yearly basis.

The Audit reports dated May 16, 2025, issued by M/s. MSPR & Co., Chartered Accountants (Firm Registration No.
010152S), Statutory Auditors on the Company''s Standalone and Consolidated financial statements for the financial
year ended 2024-25 is part of the Annual Report. There has been no qualification, reservation or adverse remark in
their Report.

Audit Committee

During the year under review, the Audit Committee was comprised of three (3) Members out of which all three (3) are
Non-Executive Independent Directors. During the year, four (4) Audit Committee meetings were held, details of which
are provided in the Corporate Governance Report.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board of
Directors.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 (“the Act"), the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations"), as amended, the Board of Directors, on the
recommendation of the Audit Committee, has approved the appointment of M/s. Puttaparthi Jagannatham & Co.,
a peer-reviewed firm of Company Secretaries based in Hyderabad, as the Secretarial Auditors of the Company for a
continuous term of five (5) financial years commencing from FY 2025-26 to FY 2029-30, subject to approval of the
shareholders.

The Secretarial Audit for the financial year ended March 31, 2025, was carried out by M/s. Puttaparthi Jagannatham
& Co., Practicing Company Secretaries. The Report given by Mr Navjyoth Puttaparthi (FCS 9896) (CP No: 16041), for
Puttaparthi Jagannatham & Co., Practicing Company Secretaries in Form MR-3, is annexed as Annexure-V and forms
an integral part of this Report.

The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit
Report does not contain any qualification, reservation, adverse remark, or disclaimer. During the year under review,
the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act; therefore, no detail is required
to be disclosed under Section 134 (3)(ca) of the Act.

Secretarial Standards

Your Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India, New Delhi, for the financial year ended March 31, 2025.

Internal Auditors

The Company has external firms of Chartered Accountants acting as internal auditors that review internal controls
and operating systems, and procedures as per the scope of audit. The Internal Audit Reports of the company are
reviewed by the Audit Committee on a quarterly basis.

The Board of Directors, on recommendation of the Audit Committee, appoints/re-appoints the Internal Auditors of
your Company every year in compliance with Section 138 of the Act, read with the Companies (Accounts) Rules, 2014.

The Board of Directors, has re-appointed M/s RP Rao & Co as the Internal Auditors of the Company for the year 2024¬
25, upon receiving their consent.

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the financial year 2024-2025.
Declaration as per Section 134(3) (ca) of the Companies Act, 2013

During the year, the statutory auditors and secretarial auditor have not reported any instances of fraud committed by
or against the Company by its Directors/Officers/ Employees to the Audit Committee or Board under section 143(12)
of the Companies Act, 2013 and rules made thereof. Therefore, no detail is required to be disclosed under Section 134
(3) (ca) of the Act.

44. CEO & CFO Certification

The Whole-time Director and the Chief Financial Officer of the Company have given annual certification on financial
reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI (Listing Obligation & Disclosure
Requirements) Regulation, 2015.

The Whole-time Director and the Chief Financial Officer also give quarterly certification on financial results while
placing the financial results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation &
Disclosure Requirements) Regulation, 2015.

The annual certificate given by the Whole-time Director and the Chief Financial Officer forms part of the Annual
Report.

45. Internal Controls

The Company has put in place an adequate system of internal controls commensurate with its size and the nature of
its operations. The Company''s internal control system covers the following aspects:

• Financial propriety of business transactions.

• Safeguarding the assets of the Company.

• Compliance with prevalent statutes, regulations, management authorization, policies, and procedures.

The Audit Committee of the Board periodically reviews audit plans, observations, and recommendations of the internal
and external auditors, with reference to the significant risk areas and adequacy of internal controls, and keeps the
Board of Directors informed of its observations, if any, from time to time.

46. Internal Financial Controls

Internal financial control systems of the Company are commensurate with its size and the nature of its operations.
These have been designed to provide reasonable assurance with regard to recording and providing reliable financial
and operational information, complying with applicable accounting standards and relevant statutes, safeguarding
assets from unauthorized use, executing transactions with proper authorisation, and ensuring compliance of corporate
policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure,
both capital and revenue. The Company uses an efficient accounting system to record day-to-day transactions for
accounting and financial reporting.

The Audit Committee deliberated with the members of the management, considered the systems as laid down, and
met the internal auditors and statutory auditors to ascertain their views on the internal financial control systems.
The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control system as
laid down and kept the Board of Directors informed.

However, the Company recognizes that no matter how the internal control framework is, it has inherent limitations
and accordingly, periodic audits and reviews are put in place to ensure that such systems are updated on regular
intervals.

Details of the internal control system are given in the Management Discussion and Analysis Report, which forms part
of this Annual Report.

47. Significant Material Orders Passed by the Regulators

There were no significant material orders passed by any Regulators/Courts that would impact the going concern
status of the Company and its future operations.

Your Company has complied with all the Acts, Rules, Regulations, and Guidelines issued/prescribed by the Securities
Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs, and other statutory authorities.

48. Extract of the Annual Return

An Extract of Annual Return as per the provisions of Section 92 (3) and Section 134(3) of the Companies Act, 2013 and
Rule 12 of Companies (Management and Administration) Rules, 2014 as amended from time to time, is made available
on the website of the Company at https://in10stech.com/investors/

49. Transfer of Unclaimed Dividends/Shares

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules") read with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be
transferred to the Investor Education and Protection Fund (“IEPF"), constituted by the Central Government.

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

Ms. Podugu Pratyusha is the Nodal Officer who is appointed by the Company under the provisions of IEPF.

50. Risk Management

Your Company has constituted a Risk Management Committee pursuant to Section 134 (3) (n) of the Companies
Act, 2013 & Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, which has been
entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise risk
management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial,
credit, market, liquidity, security, property, Information Technology, legal, regulatory, reputational and other risks
have been identified and assessed and there is an adequate risk management infrastructure in place capable of
addressing those risks.

The Committee has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in
the day-to-day operations of the Company. The Risk Management Policy of the Company outlines different kinds of
risks and risk mitigating measures to be adopted by the Board. The Risk Management Procedure shall be reviewed
by the Risk Management Committee and Board of Directors on a half-yearly basis at the time of review of Financial
Results of the Company.

The policy is available in the Company website: www.in10stech.com

51. Corporate Social Responsibility (CSR)

Your Company has been an early adopter of corporate social responsibility (CSR) initiatives. Your Company has made
Corporate Social Responsibility (CSR) an integral part of its ethos and culture. Your company has constituted a Corporate
Social Responsibility Committee (“CSR Committee") in accordance with Section 135 of the Companies Act, 2013.

The CSR Committee of the Board evaluated various options to implement the CSR activities and decided to contribute
the mandated CSR amount in such activities/ projects, which are in accordance with Schedule VII of the Companies Act,
2013, and the Company''s CSR Policy. The Policy has been uploaded on the Company''s website at www.in10stech.com.

A brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives taken by the
Company on CSR activities during the year under review are set out in Annexure-VI of this report in the format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

52. Conservation of energy, Technology absorption, Foreign Exchange earnings & outgo

The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013, read with the Companies (Accounts)
Rules, 2014, are provided in Annexure-VII to the Board Report.

53. Prevention of Insider Trading Code

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, as amended from time to time, the Company has adopted
a Code of Conduct for Prevention of Insider Trading. The Company has appointed a Company Secretary & Compliance
Officer of the Company, who is responsible for setting forth procedures and implementing of the code of conduct for
trading in the Company''s securities. During the year under review, there has been due compliance with the said code.

54. Depository System

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company
has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are
requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the
Company''s Equity shares is INE781A01025.

55. Listing and Custodian Fees

The Company has paid listing fees for the financial year 2024-25 to BSE Limited and National Stock Exchange of India
Limited, where its shares are listed, paid before the due date. The annual custodian fees have also been paid to the
depositories before the due date.

56. Maternity Benefit provided by the Company under Maternity Benefit Act 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory benefits prescribed under the Act, including paid maternity
leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks
and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.

57. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March
31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year
for all relevant transactions recorded in the softwares.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule
11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements
for record retention is not applicable for the financial year ended March 31, 2024.

58. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE
COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it
is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same has been reported
in Annual Return of the company.

59. Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in
the Corporate Governance Report, describing the Company''s objectives, projections, estimates, and expectations may
constitute ‘forward looking statements'' within the meaning of applicable laws and regulations. Actual results might
differ materially from those either expressed or implied in the statement, depending on the circumstances.

60. Acknowledgement

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and
continuous improvement in all functions and areas as well as the efficient utilization of the Company''s resources for
sustainable and profitable growth.

The Board of Directors takes this opportunity to place on record their appreciation for the unstinted co-operation,
commitment, and dedication of all the employees of the Company, and the support extended by the channel partners,
customers, vendors, business associates, banks, government authorities and all concerned. The Directors are thankful
to the shareholders for their continued patronage.

Your Directors look forward to the long-term future with confidence.

For and on behalf of
Intense Technologies Limited

Sd/- Sd/-

C. K. Shastri Jayant Dwarkanath

Chairman & Managing Director Whole Time Director

(DIN: 00329398) (DIN: 00329597)

Registered Office

Unit #01, The Headquarters, 10^th Floor,

Wing B, Orbit by Auro Realty, Knowledge City, Raidurg, Ranga Reddy

Hyderabad - 500019

Telangana, India

CIN: L30007TG1990PLC011510

Ph: 91-040 45474621

E-mail: [e-mail]

Website: www.in10stech.com

Date: August 13, 2025
Place: Hyderabad

---

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty-fourth (34^th) Annual Report of your Company together with the Audited Standalone & Consolidated Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL POSITION AND COMPANY’S STATE OF AFFAIRS

1. Financial Performance

The attached Financial Statements for the year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards (Ind AS) consequent to the Notification of the Companies (Indian Accounting Standards) Rules, 2015 issued by the Ministry of Corporate Affairs. The Standalone and Consolidated Financial Statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards (''Ind AS'') as notified under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (''MCA'')) and relevant amendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI”).

2. Financial Results

(Rs in lakhs)

Particulars	Consolidated		Standalone
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Gross Revenues	11,651.11	9,183.62	10,479.98	8,731.39
Total Expenditure	9,651.22	7,498.71	8,872.76	7,502.75
Profit before Tax	1,999.89	1,684.91	1,607.22	1,228.64
Tax Expense	436.26	310.02	409.77	275.69
Profit after tax	1,563.63	1,374.89	1,197.45	952.95
Earnings per equity share
Basic EPS (Face Value '' 2/- each)	6.66	5.86	5.10	4.06
Diluted EPS (Face Value '' 2/- each)	6.63	5.86	5.08	4.06

Performance Review

Standalone Financial Statements

Your Company, during the year under review earned revenue (Gross) of Rs. 10,479.98 lakhs, against Rs. 8,731.39 lakhs over the previous year. The profit before tax was of Rs 1,607.22 lakhs as against Rs 1,228.64 lakhs in the previous year. The profit after tax for the current year is Rs 1,197.45 lakhs against Rs 952.95 lakhs in the previous year.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2023-24, are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor''s Report thereon forms part of this Annual Report.

Your Company, during the year under review earned revenue (Gross) of Rs 11,651.11 lakhs, against Rs 9,183.62 lakhs over the previous year. The profit before tax was Rs 1,999.89 lakhs as against Rs 1684.91 lakhs in the previous year. The profit after tax for the current year is Rs 1,563.63 lakhs against Rs 1,374.89 lakhs in the previous year.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate annual accounts in respect of subsidiaries are available on the website of the Company. The annual accounts of the subsidiaries and related detailed information will be made available to investors seeking information till the date of the AGM.

Your Company has complied with all the Acts, Rules, Regulations and Guidelines issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs and other statutory authorities.

3. Transfer to reserves

Your Directors do not propose to transfer any amount to general reserves for the Financial Year ended March 31, 2024.

4. Investor Relations

Your Company always believes in striving hard in achieving excellence with adhering best practices in Investor Relations while maintaining a relationship with Analysts and Investors

In the Financial Year 2023-24, your Company has increased its interaction with its Investors through quarterly Investor Calls through audio conferencing. The management including Managing Director, Whole-Time Directors, Chief Financial Officer have communicated significant time with the Investors and Analysts and strive to continue the communication even better in the coming years.

5. Dividend

Your Directors have pleasure in recommending a dividend of 50% i.e. '' 1.00/- per equity share of face value of '' 2/- each for the Financial Year ended March 31, 2024 at their meeting held on August 06, 2024 amounting to ''234.67 lakhs. The dividend payout is subject to approval of Members at the ensuing Annual General Meeting.

The Register of Members and Share Transfer Books will remain closed from Tuesday, September 24, 2024, to Monday, September 30, 2024 (both days inclusive) for the purpose of payment of dividend for the Financial Year ended March 31, 2024.

6. Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), the Company has formulated and adopted a Dividend Distribution Policy with the objective of providing clarity to its stakeholders on the profit distribution strategies of the Company. During the year, the said Policy has been reviewed by the Board of Directors of the Company and hosted on the website of the Company at https://in10stech.com/investors

7. Share capital

As at 31^st March, 2024, the Share capital of the Company is Rs. 4,69,34,898 /- divided into 2,34,67,449 Equity Shares of Rs. 2/- each.

During the Financial Year, the Company has not raised any funds in the form of equity. The Company has paid listing fee for the Financial Year 2023-24, to BSE Limited and National Stock Exchange of India Limited, where its shares are listed.

8. Deposits

Your Company has not accepted any deposits from the Directors/ Shareholders/Public and as such falling within the ambit of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review and hence there are no unpaid/unclaimed deposits nor amount of principal or interest on public deposits was outstanding as on the Balance Sheet date.

9. Buy Back of shares and disinvestment

The Company has not bought back any of its securities and there was no disinvestment during the Financial Year ended March 31, 2024.

10. Particulars of loans, guarantees and investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

11. Difference in Valuation

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the

Banks or Financial Institutions along with the reasons thereof is not applicable.

12. Particulars of Contract or Arrangements made with Related Parties

The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013 and rules and SEBI Listing Regulations made thereof as amended from time to time and as per the Related Party Transaction (RPT) policy of the Company, during the Financial Year ended March 31, 2024, in prescribed Form AOC-2 is annexed to this Board''s Report (Annexure-I).

Further there are no materially significant related party transactions during the year under review with Promoters, Directors, Key Managerial Personnel''s, and their relatives, which may have potential conflict with interest of the Company at large. The related party transactions were placed before the audit committee and also with the Board at their respective meetings for approval. All related party transactions entered during the year were in the ordinary course of business and at arm''s length basis. Details of the related party transactions during the year are part of the financial statements forming part of this Annual Report.

The Company has formulated a Policy on Related Party Transactions and manner of dealing with related party transactions which is available on the Company''s website at https://www.in10stech.com/Investors

13. Material changes and commitments affecting the financial position of the Company between the end of the Financial Year and the date of the report

There are no material changes and commitments affecting the financial position of the Company, which occurred after the end of the Financial Year i.e., March 31, 2024.

14. Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, your Directors confirm as under:

i. In the preparation of the annual accounts (Standalone & Consolidated) for the financial year 2023-24, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same.

ii. 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 your Company at the end of the Financial Year 2023-24 and the Profit of the Company for the year under review.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a ''going concern'' basis.

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

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

15. Variation in market capitalization

PARTICULARS	As at March 31
	2024	2023
Market Capitalisaion (Rs. in Crores)	270.11	127.91

Note: Data based on share prices quoted on BSE

16. Management Discussion and Analysis

In compliance with Regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management''s Discussion and Analysis is provided in a separate section and forms an integral part of this Report.

17. Revision of Financial Statements

There was no revision of financial statements and Board Report of the Company during the year under review.

3USINESS DESCRIPTION

18. Subsidiaries, Associates and Joint Ventures

The Company has 3* (three) Wholly Owned Subsidiary Company(ies) (WOS):

a. "Intense Technologies FZE” in Hamriyah Free Zone, Hamriyah, United Arab Emirates (U.A.E).

b. "Intense Technologies INC” in Miami, Florida, United States of America (USA).

c. "Intense Technologies UK Limited” in 200 Brook Drive, Green Park Reading RG2 6UB, United Kingdom (UK).

*Reasy Pte Ltd, a wholly owned subsidiary of the Company with Accounting & Corporate Regulatory Authority, Singapore has been struck off from the Registry on 8^th January, 2024 and subsequently ceased to be a wholly-owned subsidiary of the Company

Singapore Branch: The Company has one Branch office located at # 10, Anson Road # 24-09, International Plaza, Singapore - 079903.

The performance and financial position of the subsidiary companies included in the consolidated financial statement is provided in accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 containing the salient features of the financial statement of

Company''s subsidiary companies in Form AOC - 1 in "Annexure II” to this report.

The Company''s Policy on determining material subsidiaries, as approved by the Board, is uploaded on the Company''s website at https://www. in10stech.com/Investors

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act”), and during the Financial Year under review, your Company has not added/removed any joint ventures or associate companies.

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 its Wholly-Owned Subsidiary is available on the website of your Company www. in10stech.com. These documents will also be available for inspection during the business hours of the Company at its registered office in Unit #01, The Headquarters, 10^th Floor, Wing B, Orbit by Auro Realty, Knowledge City, Raidurg, Ranga Reddy, Hyderabad-500019, India.

19. Research & Development

The Company lays great emphasis on R&D, which forms the core of the business development strategy. All the process technologies implemented by the Company have been developed in-house in the R&D center. The R&D department has developed and mastered a library of reactions over a period of time which forms the crux for future developments. The swiftness in development and implementation of new technologies has brought and will continue to bring good business for the Company.

20. Directors and Key Managerial Personnel

Directors

Appointment/Re-appointment

In order to comply with the provisions of section 152 of the Companies Act, 2013 and rules applicable thereunder, Mr. Tikam Sujan (DIN: 02137651) Non-Executive Director of the Company is liable to retire by rotation and offers himself for re-appointment.

Mr. D. Gopala Krishna (DIN: 08217921), has been appointed as Non-Executive Independent Director w.e.f July 25, 2023 for a term of 5 years till July 24, 2028 and the same has been approved by the Shareholders in the 33^rd AGM conducted on September 29, 2023

Cessation and Resignations:

During the year under review, none of the Directors retired or resigned from the Board.

Declaration from Directors

Your Company has received necessary declaration from all directors stating that they are not debarred or disqualified from being appointed or continuing as Directors of companies as per the Securities and

Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Independent Directors:

During the year under review, the following are the Independent Directors of the Company, in terms of Section 149 of the Act:

Name of the Director	DIN	Category
Mr. Pavan Kumar Pulavarty	02530632	Independent NonExecutive Director
Mr. Srivath Shanker Rao Kandukuri	02593315	Independent NonExecutive Director
Mr. Shyamsunder Mallick Vadlamani	02665539	Independent NonExecutive Director
Ms. Sarada Devi Vemuri	02268210	Independent Non-Executive Woman Director
Mr. Gopala Krishna Dhanyamraju	08217921	Independent NonExecutive Director

The Independent Directors of the Company hold office for a term of five years or until completion of 75 years, whichever is earlier. They are not liable to retire by rotation in terms of Section 149(13) of the Act. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, digitalization, human resources, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity.

Declaration by Independent Directors

Your Company has received necessary declaration from each independent director stating that they met the criteria prescribed for independence under Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Board has confirmed its veracity and taken the same on record.

Familiarisation Programme

These programmes aim to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The Board Members are also regularly updated on changes in the statutory provisions like changes in Corporate Laws, SEBI Regulations, Taxation Laws and People related laws as applicable at the quarterly Board meetings. The Board Members are also updated on the Risk universe applicable to the Company''s business.

The MD & WTDs of the Company conducts quarterly sessions with Board Members sharing updates about the Company''s business strategy, operations and the key trends in the IT industry that are relevant for the Company. These updates help the board Members to

keep abreast of the key changes and their impact on the Company.

The newly appointed Directors are given induction and orientation with respect to the Company''s Vision, Core purpose, Core Values and Business operations. In addition, detailed presentations are made on business environment, performance of the Company at every Board Meeting.

The above initiatives help the Directors to understand the Company, its business and the regulatory framework in which the Company operates and enables the Directors to fulfill their role/responsibility.

Key Managerial Personnel (‘KMP’):

During the year under review, the Company has the following persons as Key Managerial Personnel.

Name of the Director	DIN/ Membership No	Category/ Designation
Mr. C.K. Shastri	00329398	Chairman & Managing Director

Name of the Director	DIN/ Membership No	Category/ Designation
Mr. Jayant Dwarkanath	00329597	Whole time Director
Ms. C. Anisha Shastri	08154544	Whole time Director
Mr. Nitin Sarda	-	Chief Financial Officer
Ms. Pratyusha Podugu	ACS-71069	Company Secretary and Compliance officer

21. Committees of the Board

Currently, the Board has five committees i.e., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report

section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
Audit committee	Mr K.S. Shanker Rao (C) Mrs V. Sarada Devi (M) Mr V.S. Mallick (M)	• All recommendations made by the audit committee during the year were accepted by the Board. • Reviewing with the management, the quarterly financial statements before submission to the Board for approval. • Approval or any subsequent modification of transactions of the Company with related parties. • Reviewing with the management, the performance of statutory auditors and internal auditors, adequacy of internal control systems, etc.
Nomination and Remuneration Committee	Mr K.S. Shanker Rao (C) Mrs V. Sarada Devi (M) Mr V.S. Mallick (M)	• The committee oversees and administers executive compensation, operating under a written charter adopted by our Board of Directors. • The nomination and remuneration committee has framed the nomination and remuneration policy.
Corporate Social Responsibility Committee	Mr K.S. Shanker Rao (C) Mrs V. Sarada Devi (M) Mr V.S. Mallick (M)	• To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities to be Undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made there under. • To monitor the implementation of the CSR Policy of the Company from time to time
Stakeholders Relationship Committee	Mr V.S. Mallick (C) Mrs V. Sarada Devi (M) Mr K.S. Shanker Rao (M)	• The committee reviews and ensures redressal of investor grievances. • The committee noted that all the grievances of the investors have been resolved during the year.

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
Risk Management Committee	Mr V.S. Mallick (C) Mrs V. Sarada Devi (M) Mr K.S. Shanker Rao (M)	• The purpose of the committee is to assist the Board in fulfilling its corporate governance with regard to the identification, evaluation & mitigation of operational, strategic and environmental risks efficiently and effectively. • The Company has developed and implemented a risk management framework that includes identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

C- Chairperson M-Member

22. Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the corporate policies are available in the Company website (https://in10stech.com/investors ). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:

Name of the policy	Brief description	Web link
Whistle-blower Policy (Policy on vigil mechanism)	The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. It also provides for adequate safeguards against victimization of employees who availed the mechanism and also provides for direct access to the Chairperson of the Audit Committee.
Insider Trading Policy and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information	The Company has adopted a Code of Conduct to Regulate, Monitor & Report Trading by Insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as per the SEBI (Prohibition of Insider Trading) Regulation 2015, with a view to regulate trading in securities by the Directors and Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed and other certain situations. All Board of Directors and the designated employees have confirmed compliance with the Code.	https://in10stech.com/investors/
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and senior management of the Company.
Corporate Social Responsibility Policy	The policy outlines the Company''s strategy to bring about a positive impact on Society through programs relating to hunger, poverty, education, healthcare, environment etc., as per the provisions of the Companies Act, 2013.
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties
Policy on Preservation of Documents	The policy is for the preservation of corporate records of the Company.
Policy on Determination of Materiality of Events	The Policy is to determine materiality of events or information relating to the Company and to ensure timely and accurate disclosure on all material matters concerning the Company.
Policy for Determining Material Subsidiaries	The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.

Name of the policy	Brief description	Web link
Archival Policy	The policy deals with the retention and archival of corporate records of the Company.	https://in10stech.com/investors/
Dividend Distribution Policy	This Policy is to ensure the right balance between the quantum of Dividend paid and amount of profits retained in the business for various purposes.
Policy on Prohibition of Sexual Harassment	This Policy is adopted to protect women against sexual harassment at workplace and to ensure safe working environment for women
Risk Management Policy	This Policy is a formal representation of the Company''s commitment to Risk Management. The Policy is supported by the Risk Management & Assessment Framework which provides guidance with regard to the processes that underpin effective and consistent risk management.
Board Diversity Policy	This Policy on Board Diversity (the "Policy”) sets out the Company''s approach to ensuring adequate diversity in its Board of Directors (the "Board”)
Business Responsibility Policy	This Policy endorses the Company''s commitment to follow principles and core elements, in conducting its business, as laid down in the National Voluntary Guidelines on Social, Environmental and Economic responsibilities of Business.

23. Health, Safety and Environment protection

The Company is committed to excellence in safety, health, environment and quality management. It accords highest priority to the health and safety of its employees, customers and other stakeholders as well as to the protection of the environment. The management of your Company is focused on continuous improvement in these areas which are fundamental to the sustainable growth of the Company.

24. State of Company’s Affairs:

Your Company''s strategic emphasis on enhancing existing client relationships and leveraging crossselling and up-selling opportunities has generated significant momentum, especially within the BFSI and Telecom sectors. Furthermore, our dedicated efforts on e-government projects involving the management of large datasets have yielded promising results. We have collaborated with System Integrators and Partners to build a prosperous ecosystem, penetrate global markets and enhance the value for our clients.

Additionally, the launch of our core offering on the AWS Marketplace as a SaaS solution has attracted considerable customer interest, indicating strong growth potential. We proactively envision, orchestrate, and implement value by leveraging our extensive domain expertise, advanced technologies, strategic partnerships, and collaboration with hyper-scalers.

By leveraging our intellectual property, we continue to play a vital role in facilitating key projects. Our focus remains to provide cutting-edge technology offerings to help global Enterprises achieve meaningful results. Despite ongoing pressures on discretionary spending, our unique strengths in data management and transformation capabilities have positioned us favorably in the market, paving the way for continued growth.

The analyst community consistently acknowledges our excellence across the domains we serve. Each year, esteemed analysts like Omdia and Quadrant Knowledge Solutions highlight our achievements. Notably, Intense Technologies has been featured in the 2024 SPARK Matrix for Customer Communication Management by Quadrant Knowledge Solutions, reinforcing the credibility of our products and bolstering our position in global markets. Additionally, our exceptional capabilities have earned us a remarkable 4.9/5 rating on Gartner Peer Insights 2023, underscoring the strength of our customer engagements and our commitment to delivering outstanding value.

25. Future outlook:

Your Company''s primary focus is on expanding our global sales capabilities to enter new markets while carefully assessing our strategic direction. We are committed to growing our sales efforts without increasing overall headcount, having streamlined our team from 600 to 540 to focus on strategic reinvestment in Sales.

Your Company have effectively transitioned from a technology-driven to a sales-driven powerhouse. Our early achievements are showing promising results, all while managing resources efficiently. We continue to leverage our intellectual property and deep expertise in data and low-code technologies to enhance enterprise value. Our approach ensures that we scale effectively, aligning with our strategic goals and maximizing business impact.

Your Company is focusing on enhancing our business and industry-specific solutions by leveraging our extensive industry expertise, technology capability, and ecosystem partnerships. Our Digital Suite, featuring advanced technologies like AI, BPM, Cloud, and microservices architecture, offers enterprises the

flexibility to tailor solutions to their unique needs. Our robust data management capabilities, which swiftly transform legacy data, are key differentiators that have earned the trust of our clients.

26. Industrial relations

During the year under review, industrial relations remained cordial and stable. The directors wish to place on record their sincere appreciation of the co-operation received from employees at all levels.

HUMAN RESOURCES

Your Company has taken several initiatives in the development of human resources, the most important asset of the Company. Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business and ensures that it provides a harmonious and cordial working environment to all its employees. To ensure good human resources management, your Company focused on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill- development program, engagement, and volunteering programs. Your Company has put in continued efforts in building capabilities of Human Resources with adoption of specific and targeted interventions.

Your Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas are in place for all employees. Your Company is committed to nurturing, enhancing, and retaining talent through superior Learning & Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the organization''s growth and its sustainability in the long run. Some of the initiatives taken in this area are -

Communication:

Frequent, Transparent and Empathetic With associates working from home, your Company faced natural challenges in ensuring that a distributed workforce stayed connected. Your Company communicated with urgency, transparency and empathy to help associates adjust to the constantly changing conditions crises bring and to maintain a single source of truth. Your Company created a live microsite to prioritize consistent and continuous communication. Your Company launched newsletters that included messages from leaders, inspirational stories, training calendars, associate engagements etc. Additionally, a new connect series was introduced to keep associates updated and inspired by external speakers. This was a way to virtually connect, featuring global leaders from a cross section of industries.

Engagement:

Your Company used connected technologies to create meaningful experiences for associates working remotely and organized several collaborative activities.

Hiring:

Your Company has taken proactive steps to introduce young talent that will thrive in the ''new normal.'' Your Company gives fresh graduates the flexibility of remote work from home. Your Company has also expanded the use of the new-age platform in the hiring process.

Learning:

During the year virtual learning gained momentum as your Company prioritized re-skilling and up-skilling through various initiatives.

Diversity:

Creating a sense of Belonging Your Company reinforced its commitment to being intentionally diverse. The associates of your Company have helped driving future business in the ''new normal.'' Focused efforts were made towards generational diversity as young leaders were developed through various programs.

27. Leadership:

The Company adopted new changes and changed the leadership paradigm and style of functioning. It warranted being focused and yet open to revisiting strategies, taking bold risks, judiciously deploying resources and above all, working tirelessly till the desired results are achieved! The leaders helped rally their teams, kept the team engaged and communicated clear, crisp messages frequently while challenging conventional thinking. Your Company has launched to drive towards high-performance culture which ensures that key business initiatives and leaders'' goals are insync and tracked regularly.

28. Employee Stock Option Plan

The ESOP Scheme(s) of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

A certificate from Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolutions passed in the General Body Meetings will be available for inspection in electronic mode during the AGM to any person having right to attend the meeting.

The Disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI Circular dated June 16, 2015 on ESOP disclosures forms a part of this Annual Report. (Annexure-III)

29. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-IV to this report.

A statement containing the names of every employee employed throughout the Financial Year and in receipt of remuneration of ''1.02 crore or more per annum or employed for part of the year and in receipt of ''8.50 lakh

or more in a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time are provided in this report as “Annexure - IV”

30. Prevention of Sexual Harassment (‘POSH’)

The Company has always believed in providing a safe and harassment free workplace for every woman working in Company''s premises, through various interventions and practices. The Company has adopted policy and constituted the Internal Complaint Committee under Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as amended from time to time.

The Company has not received any complaints during the year.

The Company regularly conducts awareness programmes for its employees.

The following are the summary of sexual harassment complaints received and disposed of during the year:

Sl No	Particulars	Status of the No. of complaints received and disposed off
1	Number of complaints on sexual harassment received	Nil
2	Number of complaints disposed off during the year	Nil
3	Number of cases pending for more than ninety days	Nil
4	Number of workshops or awareness programmes against sexual harassment carried out	The Company regularly conducts necessary awareness programmes for its employees
5	Nature of action taken by the employer or district officer	Nil

31. Vigil Mechanism

The Board of Directors of the Company had adopted the Whistle Blower Policy in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Code of Conduct and Ethics. It also provides adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Audit Committee reviews periodically the functioning of whistle blower mechanism. No complaints have been received during the Financial Year ended March 31, 2024. No personnel

have been denied access to the Audit Committee during the Financial Year 2023-24.

The details of said vigil mechanism are given in the Corporate Governance Report, which forms part of this Annual Report. A copy of the Whistle Blower Policy is available in the Company''s website i.e., https://in10stech. com/investors/

CORPORATE GOVERNANCE

32. Corporate Governance

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders'' expectations. It is imperative that your Company''s affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of the stakeholders.

The Report on corporate governance for the year ended 31^st March 2024, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

33. Auditors’ certificate on Corporate Governance

As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the auditor''s certificate on corporate governance regarding the compliance of conditions forms part of the Annual Report.

34. Governance and Compliance

The Secretarial and Legal functions of the Company ensure maintenance of good governance within the organization. They assist the business in functioning smoothly by being compliant at all times and providing strategic business partnerships in the areas including legislative expertise, corporate restructuring, regulatory changes and governance.

35. Governance Guidelines

The Company has adopted the Governance Guidelines on Board Effectiveness to fulfill its corporate governance responsibility towards its stakeholders. The Governance Guidelines cover aspects relating to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director''s term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director''s remuneration, subsidiary oversight, code of conduct, review of Board effectiveness and mandates of Committees of the Board.

36. Board Diversity

Your Company recognizes and embraces the importance of a diverse board for its success. Your Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill and industry experience, cultural and geographical background, age and gender, which will help the Company, retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Policy is

available on the Company website at https://in10stech. com/investors/

37. Board Composition

It is desired to have an appropriate mix of Executive and Non-Executive & Independent and Women Directors to maintain the independence of the Board and separate its functions of governance and management.

As on March 31, 2024, the Board consists of 9 Members, 3 of them are Executive/Whole-time directors, 1 is NonExecutive Non-Independent Director, 1 is Non-Executive Independent Woman Director and 4 are Non-Executive Independent Directors.

The Board periodically evaluates the need for a change in its composition and size. The policy of your Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013, and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 was adopted by the Board. It is affirmed that the remuneration paid to the Director(s) are as per the terms laid out in the nomination and remuneration policy of the Company.

38. Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Nomination and Remuneration Policy adopted by the Board is available on the Company''s website at https://in10stech.com/investors/

39. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has devised a policy on evaluating the performance of the Board of Directors, the Chairman, Committees, and Individual Directors. The evaluation process was carried out during the year and the summary of the evaluation reports was presented to the Board. The Directors had positive feedback on the overall functioning of the Committees and the Board. The suggestions made by the Directors in the evaluation process have been suitably incorporated in the processes.

40. Procedure for Nomination and Appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or reappointment is required. The Committee is also responsible for reviewing the

profiles of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations for their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

During FY 2023-24, the Board had also identified the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company and those actually available with the Board. The Company has also mapped each of the skills, expertise and competencies against the names of the Board Members possessing the same.

41. Meetings of the Board

The Board met six times during the Financial Year 202324. The meeting details are provided in the Corporate Governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and SEBI Listing Regulations.

42. Auditors and Auditors’ Report

Statutory Auditors

As per Section 139 of the Companies Act, 2013 (''the Act''), read with the Companies (Audit and Auditors) Rules, 2014, M/s. MSPR & Co., Chartered Accountants (Firm Registration No. 010152S), Hyderabad, were appointed as the statutory auditors at the 31^st Annual General Meeting held on 30^th September, 2021 for a term of five (5) years from the conclusion of the 31st annual general meeting till the conclusion of 36^th Annual General Meeting.

Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by Members at every annual general meeting has been omitted with effect from 7th May 2018. The Board of Directors is empowered to fix the remuneration of the Statutory Auditor on a yearly basis.

The Audit reports dated May 17, 2024, issued by M/s. MSPR & Co., Chartered Accountants (Firm Registration No. 010152S), Statutory Auditors on the Company''s Standalone and Consolidated financial statements for the Financial Year ended 2023-24 is part of the Annual Report. There has been no qualification, reservation or adverse remark in their Report.

Audit Committee

During the year under review, the Audit Committee was comprised of three (3) Members out of which all three (3) are Non-Executive Independent Directors. During the year, four (4) Audit Committee meetings were held, details of which are provided in the Corporate Governance Report.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors.

Secretarial Auditors

The Secretarial Audit for the Financial Year ended March 31, 2024, was carried out by M/s. Puttaparthi Jagannatham & Co., Practicing Company Secretaries. The Report given by Mr Navajyoth Puttaparthi (FCS 9896) (CP No: 16041), for Puttaparthi Jagannatham & Co., Practicing Company Secretaries in Form MR-3, is annexed as Annexure-V and forms integral part of this Report.

The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company had obtained the Secretarial Compliance certificate from Mr Navajyoth Puttaparthi (FCS 9896) (CP No: 16041), for Puttaparthi Jagannatham & Co., Practicing Company Secretaries, which is annexed as Annexure-V(A) and forms part of the Annual Report and the same was also intimated to the Stock Exchange where the shares of the Company are listed.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)0) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has obtained a certificate from Mr Navajyoth Puttaparthi (FCS 9896) (CP No: 16041), for Puttaparthi Jagannatham & Co., Practicing Company Secretaries, which is annexed as Annexure-V (B) and forms part of the Annual Report and the same was also intimated to the Stock Exchanges where the shares of the Company are listed.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s Puttaparthi Jagannatham & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for the Financial Year 2024-25.

The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of the Company for the Financial Year 2024-25.

Secretarial Standards

Your Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi for the Financial Year ended March 31, 2024.

Internal Auditors

The Company has external firms of Chartered Accountants acting as internal auditors that reviews internal controls and operating systems and procedures as per the scope of audit. The Internal Audit Reports of

the Company are reviewed by the Audit Committee on quarterly basis.

The Board of Directors, on recommendation of the Audit Committee appoints/re-appoints the Internal Auditors of your Company every year in compliance with Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the Financial Year 2023-2024.

Declaration as per Section 134(3) (ca) of the Companies Act, 2013

During the year, the statutory auditors and secretarial auditor have not reported any instances of frauds committed by or against the Company by its Directors/ Officers/ Employees to the Audit Committee or Board under section 143(12) of the Companies Act, 2013 and rules made thereof. Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

43. CEO & CFO Certification

The Whole-time Director and the Chief Financial Officer of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015.

Whole-time Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015.

The annual certificate given by the Whole-time Director and the Chief Financial Officer forms part of the Annual Report.

44. Internal Controls

The Company has put in place an adequate system of internal controls commensurate with its size and the nature of its operations. The Company''s internal control system covers the following aspects:

• Financial propriety of business transactions.

• Safeguarding the assets of the Company.

• Compliance with prevalent statutes, regulations, management authorization, policies and procedures.

The Audit Committee of the Board periodically reviews audit plans, observations and recommendations of the internal and external auditors, with reference to the significant risk areas and adequacy of internal controls and keeps the Board of Directors informed of its observations, if any, from time to time.

45. Internal Financial Controls

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorized use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an efficient accounting system to record day-to-day transactions for accounting and financial reporting.

The Audit Committee deliberated with the Members of the management, considered the systems as laid down and met the internal auditors and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed.

However, the Company recognizes that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews are put in place to ensure that such systems are updated on regular intervals.

Details of the internal control system are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

46. Significant Material Orders Passed by the Regulators

There were no significant material orders passed by any Regulators/Courts that would impact the going concern status of the Company and its future operations.

Your Company has complied with all the Acts, Rules, Regulations and Guidelines issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs and other statutory authorities.

47. Extract of the Annual Return

An Extract of Annual Return as per the provisions of Section 92 (3) and Section 134(3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 as amended from time to time, is made available on the website of the Company at https://in10stech.com/investors/

48. Transfer of Un-Claimed Dividends/Shares

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

Your Company does not have any Un-Claimed Dividends/ Shares for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Ms. Podugu Pratyusha is the Nodal Officer who is appointed by the Company under the provisions of IEPF.

49. Risk Management

Your Company have constituted a Risk Management Committee pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, Information Technology, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Committee has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. The Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Risk Management Procedure shall be reviewed by the Risk Management Committee and Board of Directors on a half- yearly basis at the time of review of Financial Results of the Company.

The policy is available in the Company website: www. in10stech.com

50. Corporate Social Responsibility (CSR)

Your Company has been an early adopter of Corporate Social Responsibility (CSR) initiatives. Your Company has made Corporate Social Responsibility (CSR) an integral part of its ethos and culture. Your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee”) in accordance with Section 135 of the Companies Act, 2013.

Your Company constituted a Corporate Social Responsibility Committee ("CSR Committee”) in accordance with Section 135 of the Companies Act, 2013.

The CSR Committee of the Board evaluated various options to implement the CSR activities and decided to contribute the mandated CSR amount in such activities/ projects, which are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR Policy. The Policy has been uploaded on the Company''s website at www.in10stech.com.

A brief outline of the Corporate Social responsibility (CSR) policy of the Company and the initiatives taken by the Company on CSR activities during the year under review are set out in Annexure-VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) rules, 2014.

51. Conservation of energy, Technology absorption, Foreign Exchange earnings & outgo

The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013, read with the Companies (Accounts) Rules, 2014 are provided in Annexure-VII to the Board Report.

52. Prevention of Insider Trading Code

As per SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Company Secretary & Compliance Officer of the Company, who is responsible for setting forth procedures and implementation of the code of conduct for trading in Company''s securities. During the year under review, there has been due compliance with the said code.

53. Depository System

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE781A01025.

54. Listing and Custodian Fees

The equity shares of your Company are listed at BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The applicable annual listing fees were paid before the due date. The annual custodian fees have also been paid to the depositories before the due date.

55. Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

56. Acknowledgement

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company''s resources for sustainable and profitable growth.

The Board of Directors takes this opportunity to place on record their appreciation for the unstinted co-operation, commitment, and dedication of all the employees of the Company, and the support extended by the channel partners, customers, vendors, business associates, banks, government authorities and all concerned. The

Directors are thankful to the shareholders for their continued patronage.

Your Directors look forward to the long-term future with confidence.

For and on behalf of Intense Technologies Limited

C. K. Shastri

Chairman & Managing Director (DIN: 00329398)

Jayant Dwarkanath

Whole Time Director (DIN: 00329597)

Registered Office

Unit #01, The Headquarters,

10^th Floor,

Wing B, Orbit by Auro Realty, Knowledge City,

Raidurg, Ranga Reddy Hyderabad - 500019 Telangana, India CIN: L30007TG1990PLC011510 Ph: 91-40 45474621 E-mail: [e-mail] Website: www.in10stech.com

Date: August 16, 2024 Place: Hyderabad

---

Mar 31, 2023

The Directors have pleasure in presenting the Thirty-Third(33^rd) Annual Report of your Company together with the Audited Standalone & Consolidated Financial Statements for the Financial Year ended March 31, 2023.

FINANCIAL POSITION AND COMPANY’S STATE OF AFFAIRS1. Financial performance

The attached Financial Statements for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (Ind AS) consequent to the Notification of the Companies (Indian Accounting Standards) Rules, 2015 issued by the Ministry of Corporate Affairs. The Standalone and Consolidated Financial Statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards (''Ind AS'') as notified under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (''MCA'')) and relevant amendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI”).

2. Financial Results

(Rs. in Lakhs) except EPS
	Standalone		Consolidated
Particulars	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Gross Revenues	8,731.39	8,091.48	9,183.62	8,395.70
Total Expenditure	7,502.75	6,016.48	7,498.71	5,969.81
Profit before Tax	1,228.64	2,075.00	1,684.91	2,425.89
Tax Expense	275.69	510.98	310.02	518.73
Profit after tax	952.95	1,564.02	1,374.89	1,907.16
Earnings per equity share
Basic EPS (Face Value '' 2/- each)	4.06	6.96	5.86	8.49
Diluted EPS (Face Value '' 2/- each)	4.06	6.96	5.86	8.49

Performance Review

Standalone Financial Statements

Your Company, during the year under review earned revenue from operations (Gross) of '' 8,731.39 lakhs, against '' 8,091.48 lakhs over the previous year. The profit before tax was of '' 1,228.64 lakhs as against '' 2,075.00 lakhs in the previous year. The profit after tax for the current year is '' 952.95 lakhs against '' 1,564.02 lakhs in the previous year.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2022-23, are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor''s Report thereon forms part of this Annual Report.

Your Company, during the year under review earned revenue from operations (Gross) of Rs 9183.62 lakhs, against Rs 8,395.70 lakhs over the previous year. The profit before tax was Rs 1684.91 lakhs as against Rs 2,425.89 lakhs in the previous year. The profit after tax for the current year is Rs 1,374.89 lakhs against Rs 1,907.16 lakhs in the previous year.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate annual accounts in respect of subsidiaries are available on the website of the Company. The annual accounts of the subsidiaries and related detailed information will be made available to investors seeking information till the date of the AGM.

Your Company has complied with all the Acts, Rules, Regulations and Guidelines issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs and other statutory authorities.

3. Transfer to reserves

Your Directors do not propose to transfer any amount to general reserves for the financial year ended March 31, 2023.

4. Dividend

Your Directors have pleasure in recommending a dividend of 25% i.e. '' 0.50/- per equity share of face value of '' 2/-each for the financial year ended March 31, 2023 at their meeting held on June 05, 2023 amounting to '' 117.34 lakhs. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The Register of Members and Share Transfer Books will remain closed from Saturday, September 23, 2023, to Friday, September 29, 2023 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2023.

5. Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), the Company has formulated and adopted a Dividend Distribution Policy with the objective of providing clarity to its stakeholders on the profit distribution strategies of the Company. During the year, the said Policy has been reviewed by the Board of Directors of the Company and hosted on the website of the Company at https://in10stech. com/investors/policies

6. Share capital

During the year under review, your Company allotted 10,00,000 equity shares on conversion of warrants into equity shares & 10,500 equity shares are allotted on exercise of stock options under various Employee Stock Option Schemes. Consequently, the issued, subscribed and paid-up equity share capital has increased from '' 4,49,13,898 divided into 2,24,56,949 equity shares of ''2/-each to '' 4,69,34,898 divided into 2,34,67,449 equity shares of ''2/- each.

During the financial year, the Company has not raised any funds in the form of equity. The Company has paid listing fee for the financial year 2022-23, to BSE Limited and National Stock Exchange of India Limited, where its shares are listed.

7. Deposits

Your Company has not accepted any deposits from the Directors/ Shareholders/Public and as such falling within the ambit of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review and hence there are no unpaid/unclaimed deposits nor amount of principal or interest on public deposits was outstanding as on the Balance Sheet date.

8. Buy Back of shares and disinvestment

The Company has not bought back any of its securities and there was no disinvestment during the Financial Year ended March 31, 2023.

9. Particulars of loans, guarantees and investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

10. Particulars of Contract or Arrangements made with Related Parties

The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013 and rules and SEBI Listing Regulations made thereof as amended from time to time and as per the Related Party Transaction (RPT) policy of the Company, during the financial year ended March 31, 2023, in prescribed Form AOC-2 is annexed to this Board''s Report (Annexure-I).

Further there are no materially significant related party transactions during the year under review with Promoters, Directors, Key Managerial Personnel''s, and their relatives, which may have potential conflict with interest of the company at large. The related party transactions were placed before the audit committee and also with the Board

at their respective meetings for approval. All related party transactions entered during the year were in the ordinary course of business and at arm''s length basis. Details of the related party transactions during the year are part of the financial statements forming part of this Annual Report.

The Company has formulated a Policy on Related Party Transactions and manner of dealing with related party transactions which is available on the Company''s website at https://in10stech.com/investors/policies

11. Material changes and commitments affecting the financial position of the company between the end of the financial year and the date of the report

There are no material changes and commitments affecting the financial position of the company, which occurred after the end of the financial year i.e., March 31, 2023.

12. Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, your Directors confirm as under:

i. In the preparation of the annual accounts (Standalone & Consolidated) for the financial year 2022-23, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same.

ii. 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 your Company at the end of the financial year 202223 and the Profit of the Company for the year under review.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a ''going concern'' basis.

v. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

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

13.	Variation in market capitalization
	PARTICULARS	As at March 31
		2023	2022
	Market Capitalisaion (Rs. in Crores)	127.91	187.18
Note: Data based on share prices quoted on BSE

14. Management Discussion and Analysis

In compliance with Regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time

to time, the Management''s Discussion and Analysis is provided in a separate section and forms an integral part of this Report.

15. Revision of Financial Statements

There was no revision of financial statements and Board Report of the Company during the year under review.

BUSINESS DESCRIPTION16. Subsidiaries, Associates and Joint Ventures

The Company has 4 (four) Wholly Owned Subsidiary Company(ies) (WOS):

a. "Intense Technologies FZE” in Hamriyah Free Zone, Hamriyah, United Arab Emirates (U.A.E).

b. "Intense Technologies INC” in Miami, Florida, United States of America (USA).

c. "Intense Technologies UK Limited” in 200 Brook Drive, Green Park Reading RG2 6UB, United Kingdom (UK).

d. "Reasy Pte. Ltd.” at # 10, Anson Road # 24-09, International Plaza, Singapore - 079903.

Singapore Branch: The Company has one Branch office located at # 10, Anson Road # 24-09, International Plaza, Singapore - 079903.

The performance and financial position of the subsidiary companies included in the consolidated financial statement is provided in accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 containing the salient features of the financial statement of Company''s subsidiary companies in Form AOC - 1 in "Annexure II” to this report.

The Company''s Policy on determining material subsidiaries, as approved by the Board, is uploaded on the Company''s website at https://in10stech.com/investors/policies

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act”), and during the financial year under review, your Company has not added/removed any joint ventures or associate companies.

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 its wholly-owned Subsidiary is available on the website of your Company www.in10stech.com. These documents will also be available for inspection during the business hours of the Company at its registered office in A1, Vikrampuri, Secunderabad-500009, India.

17. Awards and Recognitions

Your Company continued its quest for excellence in its area of business to strengthen its position in global markets. In doing so, several awards and rankings continue to endorse your Company as a thought leader in the industry. Few of the Awards / recognitions received by the Company during the FY 2022-23 include:

Recognitions:

• Intense Technologies achieves Leader Position in 2023 SPARK Matrix for Customer Communications Management by Quadrant Knowledge Solutions.

• Intense Technologies positioned amongst AnyPrem Customer Communications Management (CCM) Software Leaders for Telecom, Insurance, Public Sector and Utilities verticals in the 2022Aspire CCM-CXM Leaderboard™.

• Additionally, Intense Technologies has been recognized as a Leader in two other segments Vendor Hosted SAAS CCM and Communications Experience Platform (CXP) for the Utilities and Telecom verticals in the same report.

• Intense Technologies positioned in the 2022 SPARK Matrix for Customer Communication Management by Quadrant Knowledge Solutions.

• UniServe™ NXT Digital Suite rated the best, ranked Number One in Gartner Peer Insights 2022 by customers securing a 4.7 Rating out of 5.

18. Research & Development

The Company lays great emphasis on R&D, which forms the core of the business development strategy. All the process technologies implemented by the company have been developed in-house in the DSIR recognized R&D center. The R&D department has developed and mastered a library of reactions over a period of time which forms the crux for future developments. The swiftness in development and implementation of new technologies has brought and will continue to bring good business for the company.

19. Directors and Key Managerial Personnel Directors

Appointment/Re-appointment

In order to comply with the provisions of section 152 of the Companies Act, 2013 and rules applicable thereunder, Mr. Tikam Sujan (DIN: 02137651) Non-Executive Director of the Company is liable to retire by rotation and offers himself for re-appointment.

Cessation and Resignations:

During the year under review, none of the Directors retired or resigned from the Board.

Declaration from Directors

Your Company has received necessary declaration from all directors stating that they are not debarred or disqualified from being appointed or continuing as Directors of companies as per the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Independent Directors:

During the year under review, the following are the Independent Directors of the Company, in terms of Section 149 of the Act:

Name of the Director	DIN	Category
Mr Pavan Kumar Pulavarty	02530632	Independent Non-Executive
Mr Srivath Shanker Rao Kandukuri	02593315	Independent Non-Executive
Mr Shyamsunder Mallick Vadlamani	02665539	Independent Non-Executive Director
Mrs Sarada Devi Vemuri	02268210	Independent Non-Executive Woman

The Independent Directors of the Company hold office for a term of five years or until completion of 75 years, whichever is earlier. They are not liable to retire by rotation in terms of Section 149(13) of the Act. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, digitalization, human resources, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity.

Declaration by Independent Directors

Your Company has received necessary declaration from each independent director stating that they met the criteria prescribed for independence under Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Board has confirmed its veracity and taken the same on record.

Familiarisation Programme

These programmes aim to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The Board members are also regularly updated on changes in the statutory provisions like changes in Corporate Laws, SEBI Regulations, Taxation Laws and People related laws as applicable at the quarterly Board meetings. The Board members are also updated on the Risk universe applicable to the Company''s business.

The MD & CEO of the Company conducts quarterly sessions with Board members sharing updates about the Company''s business strategy, operations and the key trends in the IT industry that are relevant for the Company. These updates help the board members to keep abreast of the key changes and their impact on the Company.

The newly appointed Directors are given induction and orientation with respect to the Company''s Vision, Core purpose, Core Values and Business operations. In addition, detailed presentations are made on business environment, performance of the Company at every Board Meeting.

The above initiatives help the Directors to understand the Company, its business and the regulatory framework in which the Company operates and enables the Directors to fulfill their role/responsibility.

Key Managerial Personnel (‘KMP’):

During the year under review, the Company has the following persons as Key Managerial Personnel.

Name of the Director	DIN/ Membership No	Category/ Designation
Mr. C.K. Shastri	00329398	Chairman & Managing Director
Mr. Jayant Dwarkanath	00329597	Whole time Director
Ms. C. Anisha Shastri	08154544	Whole time Director
Mr. Madhukar Nayak Halasinakatte*	-	Chief Financial Officer
Mr. Nitin Sarda*	-	Chief Financial Officer
Ms. Saheli Banerjee (up to 22.02.2023)	ACS-44382	Company Secretary and Compliance officer
Ms. Pratyusha Podugu (Wef. 18/04/2023)	ACS-71069	Company Secretary and Compliance officer

During the year under review, Ms. Saheli Banerjee (ACS: 44382), Company Secretary and Compliance officer resigned w.e.f. February 22, 2023. The Company values her contribution during her tenure as the Company Secretary of the company.

*Mr. Madhukar Nayak has resigned from the office of Chief Financial Officer w.e.f May 30, 2023. (He was relieved from his office from closing hours of May 31, 2023)

*Mr. Nitin Sarda was appointed as Chief Financial Officer w.e.f June 01, 2023

20. Committees of the Board

Currently, the Board has five committees i.e., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
Audit committee	Mr K.S. Shanker Rao (C) Mrs V. Sarada Devi (M) Mr V.S. Mallick (M)	• All recommendations made by the audit committee during the year were accepted by the Board. • Reviewing with the management, the quarterly financial statements before submission to the Board for approval. • Approval or any subsequent modification of transactions of the Company with related parties. • Reviewing with the management, the performance of statutory auditors and internal auditors, adequacy of internal control systems, etc.
Nomination and Remuneration Committee	Mr K.S. Shanker Rao (C) Mrs V. Sarada Devi (M) Mr V.S. Mallick (M)	• The committee oversees and administers executive compensation, operating under a written charter adopted by our Board of Directors. • The nomination and remuneration committee has framed the nomination and remuneration policy.
Corporate Social Responsibility Committee	Mr K.S. Shanker Rao (C) Mrs V. Sarada Devi (M) Mr V.S. Mallick (M)	• To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities to be Undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made there under. • To monitor the implementation of the CSR Policy of the Company from time to time
Stakeholders Relationship Committee	Mr V.S. Mallick (C) Mrs V. Sarada Devi (M) Mr K.S. Shanker Rao (M)	• The committee reviews and ensures redressal of investor grievances. • The committee noted that all the grievances of the investors have been resolved during the year.

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
Risk Management Committee	Mr V.S. Mallick (C) Mrs V. Sarada Devi (M) Mr K.S. Shanker Rao (M)	• The purpose of the committee is to assist the Board in fulfilling its corporate governance with regard to the identification, evaluation & mitigation of operational, strategic and environmental risks efficiently and effectively. • The Company has developed and implemented a risk management framework that includes identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.
C- Chairperson M-Member

21. Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the corporate policies are available in the Company website (https://in10stech.com/investors/ policies). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:

Name of the policy	Brief description	Web link
Whistle-blower Policy (Policy on vigil mechanism)	The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s code of conduct and ethics. It also provides for adequate safeguards against victimization of employees who availed the mechanism and also provides for direct access to the Chairperson of the Audit Committee.	https://in10stech.com/investors/policies
Insider Trading Policy and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information	The Company has adopted a Code of Conduct to Regulate, Monitor & Report Trading by Insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as per the SEBI (Prohibition of Insider Trading) Regulation 2015, with a view to regulate trading in securities by the Directors and Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed and other certain situations. All Board of Directors and the designated employees have confirmed compliance with the Code.
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and senior management of the Company.
Corporate Social Responsibility Policy	The policy outlines the Company''s strategy to bring about a positive impact on Society through programs relating to hunger, poverty, education, healthcare, environment etc., as per the provisions of the Companies Act, 2013.
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties
Policy on Preservation of Documents	The policy is for the preservation of corporate records of the Company.

Name of the policy	Brief description	Web link
Policy on Determination of Materiality of Events	The policy is to determine materiality of events or information relating to the Company and to ensure timely and accurate disclosure on all material matters concerning the Company.	https://in10stech.com/investors/policies
Policy for Determining Material Subsidiaries	The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.
Archival Policy	The policy deals with the retention and archival of corporate records of the Company.
Dividend Distribution Policy	This policy is to ensure the right balance between the quantum of Dividend paid and amount of profits retained in the business for various purposes.
Policy on Prohibition of Sexual Harassment	This policy is adopted to protect women against sexual harassment at workplace and to ensure safe working environment for women
Risk Management Policy	This policy is a formal representation of the Company''s commitment to Risk Management. The Policy is supported by the Risk Management & Assessment Framework which provides guidance with regard to the processes that underpin effective and consistent risk management.
Board Diversity Policy	This policy on Board Diversity (the "Policy”) sets out the Company''s approach to ensuring adequate diversity in its Board of Directors (the "Board”)
Business Responsibility Policy	This policy endorses the Company''s commitment to follow principles and core elements, in conducting its business, as laid down in the National Voluntary Guidelines on Social, Environmental and Economic responsibilities of Business.

22. Health, Safety and Environment protection

The Company is committed to excellence in safety, health, environment and quality management. It accords highest priority to the health and safety of its employees, customers and other stakeholders as well as to the protection of the environment. The management of your Company is focused on continuous improvement in these areas which are fundamental to the sustainable growth of the Company.

23. State of Company’s Affairs:

Intense offers a comprehensive range of capabilities that enable our customers to gain a competitive edge. Our strategy revolves around uniting domains, products, services, and partners to craft tailored solutions that yield optimal business outcomes.

To achieve this, we take the initiative to envision, orchestrate, and seamlessly implement value. Our approach involves harnessing domain expertise, cutting-edge technologies, strategic partnerships, and hyperscalers to solve intricate challenges for our clients.

Central to our ethos is cultivating enduring client relationships rooted in shared visions and outcomes. We forge these connections through a well-governed, co-managed engagement process. In the realm of IT Services, we offer a spectrum of solutions, encompassing digital strategy advisory, custom application design, development, re-engineering, cloud service, talent services, system integration, data analytics, business processes, research and development.

In our IT Products division, our award-winning CCM solution is evolving with marketing automation, and campaign management. Rather than standalone products, these offerings synergize with our IT services portfolio to enhance client solutions.

As we chart our path forward, we remain focused on services and digital engagements. We approach System Integration (SI) engagements selectively, directing our resources toward opportunities where we can create the most impactful outcomes.

24. Future outlook:

In anticipation of future developments, we acknowledge that our actual results might differ significantly from our projections due to certain factors. The following sections outline our outlook, risks, and concerns:

I. Market-Related Risks

Market Volatility: Fluctuations in technology spending by clients are influenced by economic, geopolitical, monetary, and regulatory factors within their respective markets.

Economic Health: Economic slowdowns or adverse events within industries concentrated in the United States, United Kingdom, EU, Australia, or other focal markets could impact our revenue.

Climate Impact: Clients operating in sectors vulnerable to climate change may impact our business and reputation.

Visa and Regulatory Factors: Visa restrictions, cost increases, delays due to the pandemic, and increased enforcement might limit our ability to provide services across various countries.

Sanctions and Restrictions: Clients'' exposure to sanctions may limit growth, increase penalties, and subject our business to consequential sanctions.

Client Dependency: A significant portion of our revenue depends on a limited number of major clients, and losing any of them could substantially affect our business.

II. Investment-Related Risks

Technology Agility: Failing to innovate and adapt to rapid technological and industry changes could adversely affect our business.

Software Development Costs: Investment costs in software products may not be recouped effectively.

Acquisitions and Ventures: Engaging in strategic partnerships, alliances, or ventures may have varying degrees of success.

III. Cost Structure Risks

Expense Variability: Unpredictable expenses can cause fluctuations in profitability.

Growth Management: Challenges in managing growth might disrupt business operations and profitability.

Wage Pressures: Wage increases and hiring practices may affect competitive advantage and profits.

Infrastructure Investment: Significant investments in infrastructure could reduce profitability if business growth doesn''t align proportionally.

IV. Workforce-Related Risks

Talent Dependency: Our success relies on skilled professionals, and attracting, retaining, and training them is crucial.

Management and Key Personnel: Leadership roles'' stability and retention significantly impact our success.

V. Contractual Obligations Risks

Contract Fulfillment: Failing to complete contracts within budget or timeframes could affect profitability.

Contract Termination: Clients'' ability to terminate contracts without cause may impact revenue and profitability.

Conditional Contracts: Client contracts often hinge on satisfactory performance, which could result in lower revenues.

VI. Operational Risks

Hybrid Working Transition: Moving to a hybrid model presents potential operational risks.

Data Security and Privacy: Inadvertent disclosure of confidential information or cybersecurity incidents could harm our reputation and incur liabilities.

Legal and Regulatory Compliance: Changing regulations and compliance requirements increase uncertainty and costs.

VII. Legislation and Regulatory Risks

IP Protection and Taxation: Intellectual property protection and tax policies can affect our operations and profitability.

25. Industrial relations

During the year under review, industrial relations remained cordial and stable. The directors wish to place on record their sincere appreciation of the co-operation received from employees at all levels.

HUMAN RESOURCES

Your Company has taken several initiatives in the development of human resources, the most important asset of the Company. Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business and ensures that it provides a harmonious and cordial working environment to all its employees. To ensure good human resources management, your Company focused on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development program, engagement, and volunteering programs. Your company has put in continued efforts in building capabilities of Human Resources with adoption of specific and targeted interventions.

Your Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas are in place for all employees. Your Company is committed to nurturing, enhancing, and retaining talent through superior Learning & Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the organization''s growth and its sustainability in the long run. Some of the initiatives taken in this area are -

Communication:

Frequent, Transparent and Empathetic With associates working from home, your Company faced natural challenges in ensuring that a distributed workforce stayed connected. Your Company communicated with urgency, transparency and empathy to help associates adjust to the constantly changing conditions crises bring and to maintain a single source of truth. Your Company created a live microsite to prioritize consistent and continuous communication. Your Company launched newsletters that included messages from leaders, inspirational stories, training calendars, associate engagements etc. Additionally, a new connect series was introduced to keep associates updated and inspired by external speakers. This

was a way to virtually connect, featuring global leaders from a cross section of industries.

Engagement:

Your Company used connected technologies to create meaningful experiences for associates working remotely and organized several collaborative activities.

Hiring:

Your Company has taken proactive steps to introduce young talent that will thrive in the ''new normal.'' Your Company gives fresh graduates the flexibility of remote work from home. Your Company has also expanded the use of the new-age platform in the hiring process.

Learning:

During the year virtual learning gained momentum as your Company prioritized re-skilling and up-skilling through various initiatives.

Diversity:

Creating a sense of Belonging Your Company reinforced its commitment to being intentionally diverse. The associates of your Company have helped driving future business in the ''new normal.'' Focused efforts were made towards generational diversity as young leaders were developed through various programs.

26. Leadership:

The Company adopted new changes and changed the leadership paradigm and style of functioning. It warranted being focused and yet open to revisiting strategies, taking bold risks, judiciously deploying resources and above all, working tirelessly till the desired results are achieved! The leaders helped rally their teams, kept the team engaged and communicated clear, crisp messages frequently while challenging conventional thinking. Your Company has launched to drive towards high-performance culture which ensures that key business initiatives and leaders'' goals are in-sync and tracked regularly.

27. Employee Stock Option Plan

During the year, 10,500 equity shares were issued and allotted under the Employee Stock Option Scheme. The ESOP Scheme(s) of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

A certificate from Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolutions passed in the General Body Meetings will be available for inspection in electronic mode during the AGM to any person having right to attend the meeting.

The Disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI Circular dated June 16, 2015 on ESOP disclosures forms a part of this Annual Report. (Annexure-III)

28. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule

5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-IV to this report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of ''1.02 crore or more per annum or employed for part of the year and in receipt of ''8.50 lakh or more in a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time are provided in this report

29. Prevention of Sexual Harassment (‘POSH’)

The Company has always believed in providing a safe and harassment free workplace for every woman working in Company''s premises, through various interventions and practices. The Company has adopted policy and constituted the Internal Complaint Committee under Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as amended from time to time.

The Company has not received any complaints during the year.

The Company regularly conducts awareness programmes for its employees.

The following are the summary of sexual harassment complaints received and disposed of during the year:

Sl No	Particulars	Status of the No. of complaints received and disposed off
1	Number of complaints on sexual harassment received	Nil
2	Number of complaints disposed off during the year	Nil
3	Number of cases pending for more than ninety days	Nil
4	Number of workshops or awareness programmes against sexual harassment carried out	The Company regularly conducts necessary awareness programmes for its employees
5	Nature of action taken by the employer or district officer	Nil

30. Vigil Mechanism

The Board of Directors of the Company had adopted the Whistle Blower Policy in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Code of Conduct and Ethics. It also provides adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Audit Committee reviews periodically the functioning

of whistle blower mechanism. No complaints have been received during the Financial Year ended March 31, 2023. No personnel have been denied access to the Audit Committee during the Financial Year 2022-23.

The details of said vigil mechanism are given in the Corporate Governance Report, which forms part of this Annual Report. A copy of the Whistle Blower Policy is available in the company''s website i.e., https://in10stech. com/investors/policies

CORPORATE GIVERNANCE31. Corporate Governance

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders'' expectations. It is imperative that your company''s affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of the stakeholders.

The Report on corporate governance for the year ended 31^st March 2023, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

32. Auditors’ certificate on Corporate Governance

As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the auditor''s certificate on corporate governance regarding the compliance of conditions forms part of the Annual Report.

33. Governance and Compliance

The Secretarial and Legal functions of the Company ensure maintenance of good governance within the organization. They assist the business in functioning smoothly by being compliant at all times and providing strategic business partnerships in the areas including legislative expertise, corporate restructuring, regulatory changes and governance.

34. Governance Guidelines

The Company has adopted the Governance Guidelines on Board Effectiveness to fulfill its corporate governance responsibility towards its stakeholders. The Governance Guidelines cover aspects relating to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director''s term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director''s remuneration, subsidiary oversight, code of conduct, review of Board effectiveness and mandates of Committees of the Board.

35. Board Diversity

Your Company recognizes and embraces the importance of a diverse board for its success. Your Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill and industry experience, cultural and geographical background, age and gender, which will help the Company, retain its competitive advantage. The Board has adopted the Board

Diversity Policy which sets out the approach to diversity of the Board of Directors. The Policy is available on the Company website at https://in10stech.com/investors/ policies.

36. Board Composition

It is desired to have an appropriate mix of Executive and Non-executive & Independent and Women Directors to maintain the independence of the Board and separate its functions of governance and management.

As on March 31, 2023, the Board consists of 8 members, 3 of them are Executive/Whole-time directors, 1 is NonExecutive Non-Independent Director, 1 is Non-Executive Independent Woman Director and 3 are Non-Executive Independent Directors.

The Board periodically evaluates the need for a change in its composition and size. The policy of your Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013, and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 was adopted by the Board. It is affirmed that the remuneration paid to the Director(s) are as per the terms laid out in the nomination and remuneration policy of the Company.

37. Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Nomination and Remuneration Policy adopted by the Board is available on the Company''s website at https://in10stech.com/ investors/policies.

38. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has devised a policy on evaluating the performance of the Board of Directors, the Chairman, Committees, and Individual Directors. The evaluation process was carried out during the year and the summary of the evaluation reports was presented to the Board. The Directors had positive feedback on the overall functioning of the Committees and the Board. The suggestions made by the Directors in the evaluation process have been suitably incorporated in the processes.

39. Procedure for Nomination and Appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or reappointment is required. The Committee is also responsible for reviewing the profiles of

potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations for their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

During FY 2022-23, the Board had also identified the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company and those actually available with the Board. The Company has also mapped each of the skills, expertise and competencies against the names of the Board Members possessing the same.

40. Meetings of the Board

The Board met six times during the financial year 202223. The meeting details are provided in the Corporate Governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and SEBI Listing Regulations.

41. Auditors and Auditors’ Report Statutory Auditors

As per Section 139 of the Companies Act, 2013 (''the Act''), read with the Companies (Audit and Auditors) Rules, 2014, M/s. MSPR & Co., Chartered Accountants (Firm Registration No. 010152S), Hyderabad, were appointed as the statutory auditors at the 31^st Annual General Meeting held on 30^th September, 2021 for a term of five (5) years from the conclusion of the 31st annual general meeting till the conclusion of 36^th Annual General Meeting.

Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every annual general meeting has been omitted with effect from 7th May 2018. The Board of Directors is empowered to fix the remuneration of the Statutory Auditor on a yearly basis.

The Audit reports dated May 30, 2023, issued by M/s. MSPR & Co., Chartered Accountants (Firm Registration No. 010152S), Statutory Auditors on the Company''s Standalone and Consolidated Financial Statements for the financial year ended 2022-23 is part of the Annual Report. There has been no qualification, reservation or adverse remark in their Report.

Audit Committee

During the year under review, the Audit Committee was comprised of three (3) Members out of which all three (3) are Non-Executive Independent Directors. During the year, four (4) Audit Committee meetings were held, details of which are provided in the Corporate Governance Report.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors.

Secretarial Auditors

The Secretarial Audit for the financial year ended March 31, 2023, was carried out by M/s. Puttaparthi Jagannatham & Co., Practicing Company Secretaries. The Report given

by Mr Navajyoth Puttaparthi (FCS 9896) (CP No: 16041), Partner of M/s Puttaparthi Jagannatham & Co., Practicing Company Secretaries, Hyderabad in Form MR-3, is annexed as Annexure-V and forms integral part of this Report.

The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company had obtained the Secretarial Compliance certificate from Mr. Navajyoth Puttaparthi (FCS 9896) (CP No: 16041), Partner of M/s Puttaparthi Jagannatham & Co., Practicing Company Secretaries, Hyderabad which is annexed as Annexure-V(A) and forms part of the Annual Report and the same was also intimated to the Stock Exchange where the shares of the Company are listed.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has obtained a certificate from Mr. Navajyoth Puttaparthi (FCS 9896) (CP No: 16041), Partner of m/s Puttaparthi Jagannatham & Co., Practicing Company Secretaries, Hyderabad which is annexed as Annexure-V (B) and forms part of the Annual Report and the same was also intimated to the Stock Exchanges where the shares of the Company are listed.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s Puttaparthi Jagannatham & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2023-24.

The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of the Company for the financial year 2023-24.

Secretarial Standards

Your Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi for the financial year ended March 31, 2023.

Internal Auditors

The Company has external firms of Chartered Accountants acting as internal auditors that reviews internal controls and operating systems and procedures as per the scope of audit. The Internal Audit Reports of the company are reviewed by the Audit Committee on quarterly basis.

The Board of Directors, on recommendation of the Audit Committee appoints/re-appoints the Internal Auditors of your Company every year in compliance with Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the financial year 2022-2023.

Declaration as per Section 134(3) (ca) of the Companies Act, 2013

During the year, the statutory auditors and secretarial auditor have not reported any instances of frauds committed by or against the Company by its Directors/ Officers/ Employees to the Audit Committee or Board under section 143(12) of the Companies Act, 2013 and rules made thereof. Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

42. CEO & CFO Certification

The Whole-Time Director and the Chief Financial Officer of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015.

Whole-Time Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015.

The annual certificate given by the Whole-Time Director and the Chief Financial Officer forms part of the Annual Report.

43. Internal Controls

The Company has put in place an adequate system of internal controls commensurate with its size and the nature of its operations. The Company''s internal control system covers the following aspects:

• Financial propriety of business transactions.

• Safeguarding the assets of the Company.

• Compliance with prevalent statutes, regulations, management authorization, policies and procedures.

The Audit Committee of the Board periodically reviews audit plans, observations and recommendations of the internal and external auditors, with reference to the significant risk areas and adequacy of internal controls and keeps the Board of Directors informed of its observations, if any, from time to time.

44. Internal Financial Controls

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorized use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an efficient accounting system to record day-to-day transactions for accounting and financial reporting.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met

the internal auditors and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed.

However, the Company recognizes that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews are put in place to ensure that such systems are updated on regular intervals.

Details of the internal control system are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

45. Significant Material Orders Passed by the Regulators

There were no significant material orders passed by any Regulators/Courts that would impact the going concern status of the Company and its future operations.

Your Company has complied with all the Acts, Rules, Regulations and Guidelines issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs and other statutory authorities.

46. Extract of the Annual Return

An Extract of Annual Return as per the provisions of Section 92 (3) and Section 134(3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 as amended from time to time, is made available on the website of the Company at https://in10stech.com/investors/annual-reports.

47. Transfer of Un-Claimed Dividends/Shares

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF”), constituted by the Central Government.

Your Company does not have any Un-Claimed Dividends/ Shares for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Ms. Pratyusha Podugu is the Nodal Officer who is appointed by the Company under the provisions of IEPF. (w.e.f 18-04-2023)

48. Risk Management

Your Company have constituted a Risk Management Committee pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, Information Technology, legal, regulatory, reputational and other risks have been identified and assessed and there

is an adequate risk management infrastructure in place capable of addressing those risks.

The Committee has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. The Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Risk Management Procedure shall be reviewed by the Risk Management Committee and Board of Directors on a halfyearly basis at the time of review of Financial Results of the Company.

The policy is available in the Company website: www. in10stech.com

49. Corporate Social Responsibility (CSR)

Your Company has been an early adopter of corporate social responsibility (CSR) initiatives. Your Company has made Corporate Social Responsibility (CSR) an integral part of its ethos and culture.

Your Company constituted a Corporate Social Responsibility Committee ("CSR Committee”) in accordance with Section 135 of the Companies Act, 2013.

The CSR Committee of the Board evaluated various options to implement the CSR activities and decided to contribute the mandated CSR amount in such activities/ projects, which are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR Policy. The Policy has been uploaded on the Company''s website at www.in10stech.com.

A brief outline of the Corporate Social responsibility (CSR) policy of the Company and the initiatives taken by the Company on CSR activities during the year under review are set out in Annexure-VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) rules, 2014.

50. Conservation of energy, Technology absorption, Foreign Exchange earnings & outgo

The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013, read with the Companies (Accounts) Rules, 2014 are provided in Annexure-VII to the Board Report.

51. Prevention of Insider Trading Code

As per SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Company Secretary & Compliance Officer of the Company, who is responsible for setting forth procedures and implementation of the code of conduct for trading in Company''s securities. During the year under review, there has been due compliance with the said code.

52. Depository System

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository

system, the members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE781A01025.

53. Listing and Custodian Fees

The equity shares of your Company are listed at BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The applicable annual listing fees were paid before the due date. The annual custodian fees have also been paid to the depositories before the due date.

54. Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

55. Acknowledgement

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company''s resources for sustainable and profitable growth.

The Board of Directors takes this opportunity to place on record their appreciation for the unstinted co-operation, commitment, and dedication of all the employees of the Company, and the support extended by the channel partners, customers, vendors, business associates, banks, government authorities and all concerned. The Directors are thankful to the shareholders for their continued patronage.

Your Directors look forward to the long-term future with confidence.

---

Mar 31, 2018

DIRECTORS'' REPORT

Dear Shareholders,

Your Directors have pleasure to present the 28th Annual Report and the Audited Accounts for the financial year ended 31st March, 2018. 1. Financial Results

The Company''s financial performance, for the year ended 31st March, 2018 is summarized below:

Particulars	Standalone		Consolidated
	2017-2018	2016-2017	2017-2018	2016-2017
Gross Revenues	5334.44	5,622.45	5,504.97	5,633.13
Total Expenditure	4,534.35	5,132.81	5,197.55	5,969.73
Profit/(Loss) before tax	800.09	489.64	307.42	(336.60)
Tax Expense	354.21	145.22	354.61	145.22
Profit/(Loss) after tax	445.88	344.41	(47.19)	(481.82)
Earnings per share
Basic EPS (Face Value Rs 2/- each)	2.02	1.56	(0.21)	(2.18)
Diluted EPS (Face Value Rs 2/- each)	1.86	1.54	(0.20)	(2.15)

2. Year gone by

During the year under review, your company registered a gross revenue of Rs 5334.44 lakhs (previous ? 5,622.45 lakhs) and a profit before tax ? 800.09 lakhs (previous year ? 489.64 lakhs) on a standalone basis. Our profit for this year stands at ? 307.42 lakhs on consolidated basis (previous year loss ? 336.60 lakhs).

This year was a challenging one as our investments into a large managed services deal did not yield expected returns in the anticipated timelines. Due to this we had to reduce our operational expenses and slow down investment of our expansion into matured markets. But now the managed services deal is back on track with both phases of our implementation underway including migration. Despite difficult times, our existing customers trusted us and our strategy to proactively engage with them has resulted in increase in our services revenue. Though we had to slow down our investments on expanding our market presence in matured markets, we could win the confidence of two operators operating in Latin America and Europe for digitalization of their customer experience. Domestically we penetrated deeper into the banking and insurance verticals. Our UniServe NXT platform, which is a low-code rapid application development platform is seeing good traction amongst our customers and partner community.

3. Future Outlook

After successfully overcoming the delays in the managed services deal, we are expecting steady stream of revenue from this account. We are continuously farming our existing customers to up-sell and cross-sell our solutions. Our UniServe NXT platform has generated great interest among our customers and we are in the process of doing proof of concepts. We have made plans to expand our brand in matured markets like USA with our UniServe NXT platform and our solutions. Niche capabilities of our platform like data management for single view of your customer, pre-built solutions for automating customer experience lifecycle, rapid application development for building new customer journeys and digital support platform for greater customer experience address key issues that large enterprises are facing today. We are working with our partners to deploy our solutions in their labs and use it to build enterprise applications. We have partnered with AWS, Microsoft Azure, Oracle Cloud, IBM Cloud and Alibaba Cloud to launch our solutions on their laaS platforms. We have a joint GTM strategy with them to penetrate domestic and global markets.

4. Change in the nature of business

During the year the company has not changed its business.

5. Dividend

In order to conserve its financial resources to meet its growth plan, Your Board could not recommend any dividend for the year under review.

6. Reserves

The Company has not proposed for transfer any amount to Reserves during the financial year and proposes to retain ?. 2,754.14 lakhs in the Profit and Loss Account.

7. Finance

Cash and cash equivalents as at March 31st 2018 were Rs. 329.64 lakhs. The company continues to focus on judicious management of its working capital, receivables, and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

8. Share Capital

During the year there is no change in the Share capital of the Company. The Company has received an amount of Rs 4,30,156 towards the share application money.

9. Directors and Key Managerial Personnel

In accordance with the Companies Act, 2013 and the rules made thereunder and the Articles of Association of the Company, Mr. Tikam Sujan, retires by rotation and being eligible, offers himself for reappointment.

10. Meetings

During the year 7 (Seven) Board Meetings and 4(Four) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act,

2013. A calendar of meetings is prepared and circulated in advance to all the Directors.

11. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. Declaration by an Independent Director(s) and re-appointment, if any

The Independent Director(s) have submitted the declaration of independence pursuant to section 149(7) of the Act stating that he/ they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 17(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there is no change in their status of independence.

13. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for appointment and remuneration of Directors, Key Managerial Personnel and other employees including criteria for determining qualifications, positive attributes and Director''s independence. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each Director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Remuneration to Directors:	Particulars	2017-18 (Rs.)	% on Total salaries
(a) Managing Director	Salary and Perquisites	3,870,000	1.41%
(b) Whole Time Director	Salary and Perquisites	3,870,000	1.41%

B) Statement of Particulars of employees pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - III

C) No director is in receipt of any commission from the company and the Managing Director/Whole-time Director of the Company have not received any remuneration or commission from any other Company subject to its disclosure by the Company in the Board''s Report.

14. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure - IV [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement].

The Company has three Wholly Owned Subsidiary Company (WOS):

(1) "Intense Technologies FZE", in Hamriyah Free Zone, Hamriyah, United Arab Emirates (U.A.E).

(2) "Intense Technologies INC", in Miami, Florida, United States of America (USA).

(3) "Intense Technologies UK Limited", in 200 Brook Drive, Green Park Reading RG2 6UB, United Kingdom (UK).

The Company has one Branch:

Intense Technologies Ltd in 10, Anson Road # 24-09, International Plaza, Singapore -079903.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

15. Statutory Auditors

The Statutory Auditors, M/s. M.V. Narayana Reddy & Co., Chartered Accountants, (Firm Registration No. 002370S) the exiting auditors who were appointed on 27th AGM to hold office for a period of five years till conclusion of 32nd Annual General Meeting have expressed unwillingness to the ratification of their appointment as Statutory Auditors of the Company with effect from the conclusion of the Annual General Meeting. A special notice under the provisions of Section 140(4)(i) read with Section 115 of the Companies Act, 2013 and Rule 23 of the Companies (Management and Administration) Rules, 2014 has been received from a Member proposing the appointment of M/s. MSPR & Co., Chartered Accountants (Firm Registration No. 010152S), Hyderabad as the Statutory Auditors in place of the resigning Auditors, M/s. M.V. Narayana Reddy & Co., Chartered Accountants.

The Board of Directors on the recommendation of the Audit Committee have approved the appointment M/s. MSPR & Co., Chartered Accountants, as the statutory Auditors of the Company to hold office from the conclusion of this Meeting for a period of three consecutive years, subject to ratification by the members at every Annual General Meeting.

The Board recommends the appointment of M/s. MSPR & Co., Chartered Accountants Chartered Accountants as the statutory Auditors of the Company.

16. Auditors'' Report

The Auditors'' Report does not contain any qualification.

Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

17. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the financial year 2017-18.

18. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the rules made thereunder, the Company has appointed Puttaparthi Jagannatham & Co., Practicing Company Secretaries, a firm of company secretaries to undertake the secretarial audit of the Company. The Secretarial Audit Report given by Puttaparthi Jagannatham and Co., Company Secretaries is annexed with the report. The self explanatory statement on CSR expenditure and Secretarial Audit has been mentioned at the relevant paragraphs. The Secretarial Auditor''s report is self-explanatory and do not call for any further comments and is enclosed as Annexure - V

The Board has appointed M/s. Puttaparthi Jagannatham & Co., Practicing Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2017-18 as per the provisions of the Companies Act, 2013 and Rules made thereof and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

19. Internal Audit Controls and their adequacy

The Company has an internal control system, commensurate with the size scale and complexity of its operations. The scope and authority of the Internal Audit Function is defined in the Internal Audit Manual. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director.

The internal Audit department monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.

20. Adequacy of internal financial controls with reference to the financial statements

The company has internal Auditors and the Audit Committee constituted is in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

21. Issue of Employee Stock Options (ESOP''s)

Employees Stock Option Plan as required under SEBI (Share based Employee Benefits) Regulations, 2014 the disclosures of the Employees Stock Option Plan 2005, Stock Option Plan A 2007 and Stock Option Plan A 2009 which are in force are given in Annexure -VI.

22. Whistle Blower Policy

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Whistle Blower Policy has been uploaded on the website of the Company at www.in10stech.com.

23. Risk Management And Insurance

The Company has established Risk Management Process to manage risks with the objective of maximizing shareholders value.

All the properties of your Company have been adequately insured. Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company''s assets are adequately insured against the risk from fire and earthquake.

24. Extract of Annual Return

As per Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract

of Annual Return is annexed as Annexure -1

25. Material changes and commitments

The company adopted Indian Accounting Standards ("Ind AS") and accordingly the financial results have been prepared in accordance with the recognition and measurement principles stated there in, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and other accounting pronouncements generally accepted in India. The date of transition to Ind AS is April 01, 2016. The impact of transition has been accounted for in opening reserves and the comparative periods have been restated accordingly. Consequently, restatement of prior period income pertaining to financial year 2016-17 has been disclosed in the net profit reconciliation for the year ended March 31, 2017 in notes to financial statements for the year ended 31st March, 2018.

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

No such orders were passed against the Company.

27. Deposits

The company has not accepted any fixed deposits from the public.

28. Particulars of loans, guarantees or investments under Section 186

(i) Details of loans and advances, investments in subsidiary companies:

Particulars	Loans and Advances (Rs)	Investments (Rs)
Intense Technologies FZE	2,049,884	32,867,725
Intense Technologies U.K. Limited	8,786,013	111,159,901
Intense Technologies INC	2,079,371	94,100,020
Total	12,915,268	238,127,646

Related party disclosures are given under notes to Financial Statements in this report.

The cost on investments in Equity Shares of other listed entities: The aggregate market value of these equity shares as on 31st March, 2018 is Rs 129,0007-

(ii) Details of Guarantee / Security Provided

SI.No	Date of providing security/guarantee	Details of recipient	Amount (Rs.)	Purpose for which the security/guarantee is proposed to be utilized by the recipient
1	09-Jun-16	BSNL, Delhi	37,500,000	Performance Bank Guarantee
2	11-Aug-16	Millennium Telecom Ltd	1,500,000	Performance Bank Guarantee
3	15-Sep-16	CGM ITPC BSNL, Pune	15,000,000	Performance Bank Guarantee
4	15-Sep-16	CGM ITPC BSNL, Pune	15,000,000	Performance Bank Guarantee
		Total	69,000,000

29. Particulars of contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material. All related party transactions were placed in the meetings of Audit committee and the Board of Directors for their necessary review and approval.

There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - AOC-2''."

30. Corporate Governance

A Report on Corporate Governance, forming part of this report, together with the Compliance certificate from the auditors, M/s. Puttaparthi Jagannatham & Co. regarding compliance of conditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with the report as Annexure - VIM

31. Management Discussion and Analysis

A report on Management Discussion & Analysis for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is provided in a separate section forming part of this Annual Report and is enclosed as Annexure - VII.

32. Statutory Disclosures

In terms of the provisions of the Companies Act, 2013 and other applicable regulations read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure - III to the Directors'' Report. However, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

33. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to prevent Sexual Harassment of Women at Workplace a new Act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified on 9th December, 2013. Under the said Act every company is required to set

up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The company has constituted "Internal Complaints Committee" as required under section 4 (1) of Sexual harassment of women at work place (prevention, prohibition and redressal) Act, 2013.

This committee consists of following members: Ms. Padmini leeja Ms. G. Sushma Ms. H.C. Madhavi

During the year under review, no complaint of harassment at the workplace was received by the Committee.

34. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as prescribed under Sub Section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given below:

A. Conservation of Energy:

The Company''s core activity is information technology and services related which is not power intensive. The Company is making every effort to conserve the usage of power.

B. Technology Absorption (R&D, Adaptation and Innovation):

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

i) Continuous research to upgrade existing products and to develop new products and services.

ii) To enhance its capability and customer service the company continues to carry out R&D activities in house.

2. Benefits derived as a result of the above efforts:

i) Introduction of new and qualitative products, ii) Upgrade of existing products.

3. Future plan of action:

Intense will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy. Training employees in the latest appropriate technologies will remain a focus area. The Company will continue to leverage new technologies and also on the expertise available.

;. Foreign Exchange Earnings & Outgo:

The details of Foreign Exchange earnings and outgo are given below:

		2017-18	2016-17
1	Foreign Exchange Earnings		(Rs. in Lakhs)
	FOB Value of Goods exported	2,596.16	2,215.82
2	Foreign Exchange Outgo
	Travel Expenses	72.79	113.68
	Other expenditure incurred	0.77	35.50
	Transferred for Singapore Branch Expenses	90.78	176.22
	Transferred to Subsidiaries	97.55	766.31
	Share based payments	499.85

35. Corporate Social Responsibility (CSR)

As per Section 135(1) of the Companies Act, 2013 the provisions of Corporate Social Responsibility are applicable to the Company. The Company has constituted the CSR committee as per the CSR Policy Rules and has identified the Education, Health, Environment, Rural Development and Disaster Relief, if any as the focus areas for CSR activities.

The Company could not spend all the earmarked money because of the problems in identifying the better areas and beneficiaries as per its approved CSR Policy.

The Disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed with this report as Annexure - II

36. Human Resources

Your Company treats its "Human Resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company''s thrust is on the promotion of talent internally through job rotation and job enlargement.

37. Directors'' Responsibility Statement

The Directors'' Responsibility Statement referred to in Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, state that-

(a) in the preparation of the annual accounts, the applicable accounting

standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied

them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern

basis; and

(e) the Directors, in the case of a listed company, had laid down

internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

38. Transfer of Amounts to Investor Education and Protection Fund

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

39. Listing with Stock Exchanges

At present the equity shares of the Company are listed on the Bombay Stock Exchange (BSE) Mumbai, and National Stock Exchange of India Limited (NSE), Mumbai. The Company confirms that it has paid Annual Listing Fees due to both the Exchanges for the year 2018-19.

40. Policies

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated all the required policies as mandated. And all the policies are available on our website (http:// in 10 stech. com/in vestots/company-overview#investor)

41. Depository System

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE781A01025.

42. Acknowledgements

Your Directors'' convey their sincere thanks to State Bank of Hyderabad, HDFC Bank Ltd, Axis Bank Ltd and shareholders for their continued support. Your Directors'' place on record, appreciation of the contribution made by the employees at all levels and looks forward to their continued support.

	For and on behalf of the Board
	C.K. Shastri
	Managing Director
	DIN : 00329398
Place: Secunderabad
Date: 14th August, 2018	Jayant Dwarkanath
	Director
	DIN : 00329597

ANNEXURE I - EXTRACT OF ANNUAL RETURN

FORM NO. MGT 9

As on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014.

1. Registration And Other Details:
Corporate Identity Number (CIN):	L30007TG1990PLC011510
Registration Date	24/07/1990
Name of the Company	Intense Technologies Limited
Category/ Sub-Category of the Company	Company limited by shares / Non-Government Company
Address of the Registered office and contact details	A1, Vikrampuri, Secunderabad - 500009, Telangana, India Tel: [phone] Fax: [phone] Email: [e-mail] Website: www.in10stech.com
Listed Company (Yes/No)	Yes
Name, address and contact details of Registrar and Transfer agent	Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nana-kramguda, Hyderabad - 500032 Tel: [phone] Email: [e-mail]

II. Principal Business Activities Of The Company

SI.No	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1	Computer programming, consultancy and related activities	620	100

III. Particulars Of Holding, Subsidiary And Associate Companies

SI. No	Name and address of the company	CIN/GLN	Holding/ Subsidiary / Associate	% of holding	Applicable section
1	Intense technologies FZE	-	Subsidiary Company	100	Section 2 (87)
2	Intense Technologies INC	-	Subsidiary Company	100	Section 2 (87)
3	Intense Technologies UK Limited		Subsidiary Company	100	Section 2 (87)

IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

S.No	Category of Shareholders	No. of Shares held at the beginning of the year (1 April, 2017)				No. of Shares held at the end of the year (31 March, 2018)				Change during the year
		Demat	Physical	Total	%of Total Shares	Demat	Physical	Total	% of Total Shares
(A)	PROMOTER AND PROMOTER GROUP
0)	INDIAN
(a)	Individual /HUF	4084119	0	4084119	18.46	4084119	0	4084119	18.46	0.00
(b)	Central Government/ State Government(s)	0	0	0	0.00	0	0	0	0.00	0.00
(c)	Bodies Corporate	0	0	0	0.00	0	0	0	0.00	0.00
(d)	Financial Institutions / Banks	0	0	0	0.00	0	0	0	0.00	0.00
(e)	Others	0	0	0	0.00	0	0	0	0.00	0.00
	Sub-Total A(1) :	4084119	0	4084119	18.46	4084119	0	4084119	18.46	0.00
(2)	FOREIGN
(a)	Individuals (NRIs/ Foreign Individuals)	0	0	0	0.00	0	0	0	0.00	0.00
(b)	Bodies Corporate	0	0	0	0.00	0	0	0	0.00	0.00
(c)	Institutions	0	0	0	0.00	0	0	0	0.00	0.00
(d)	Qualified Foreign Investor	0	0	0	0.00	0	0	0	0.00	0.00
(e)	Others	0	0	0	0.00	0	0	0	0.00	0.00
	Sub-Total A(2) :	0	0	0	0.00	0	0	0	0.00	0.00
	Total A=A(1) A(2)	4084119	0	4084119	18.46	4084119	0	4084119	18.46	0.00
(B)	PUBLIC SHAREHOLDING
0)	INSTITUTIONS
(a)	Mutual Funds /UTI	0	0	0	0.00	0	0	0	0.00	0.00
(b)	Financial Institutions /Banks	0	0	0	0.00	21340	0	21340	0.10	0.10
(c)	Central Government / State Government(s)	0	0	0	0.00	0	0	0	0.00	0.00
(d)	Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
(e)	Insurance Companies	0	0	0	0.00	0	0	0	0.00	0.00
(f)	Foreign Institutional Investors	0	0	0	0.00	21518	0	21518	0.10	0.10
(g)	Foreign Venture Capital Investors	0	0	0	0.00	0	0	0	0.00	0.00
(h)	Qualified Foreign Investor	0	0	0	0.00	0	0	0	0.00	0.00
0)	Others	0	0	0	0.00	0	0	0	0.00	0.00
	Sub-Total B(1) :	0	0	0	0.00	42858	0	42858	0.19	0.19
(2)	NON-INSTITUTIONS
(a)	Bodies Corporate	2392106	3600	2395706	10.83	2994515	3400	2997915	13.55	2.72
(b)	Individuals

(c)	Others
	Clearing Members	89937	0	89937	0.41	187465	0	187465	0.85	0.44
	NBFC	62000	0	62000	0.28	10471	0	10471	0.05	-0.23
	Non Resident Indians	972554	0	972554	4.40	628806	0	628806	2.84	-1.55
	NRI Non-Repatri ation	127253	0	127253	0.58	161746	0	161746	0.73	0.16
	Trusts	1000	0	1000	0.00	1000	0	1000	0.00	0.00
(d)	Qualified Foreign Investor	0	0	0	0.00	0	0	0	0.00	0.00
	Sub-Total B(2) :	17462424	577518	18039942	81.54	17829205	167879	17997084	81.35	-0.19
	Total B=B(1) B(2) :	17462424	577518	18039942	81.54	17872063	167879	18039942	81.54	0.00
	Total (A B) :	21546543	577518	22124061	100.00	21956182	167879	22124061	100.00	0.00
(C)	Shares held by custodians, against which Depository Receipts have been issued
(1)	Promoter and Promoter Group
(2)	Public	0	0	0	0.00	0	0	0	0.00	0.00
	GRAND TOTAL (A B C) :	21546543	577518	22124061	100.00	21956182	167879	22124061	100.00

(ii) Shareholding of Promoter
SI. No	Shareholder''s Name	Shareholding at the beginning of the year (1 April, 2017)			Share holding at the end of the year (31 March, 2018)			% change in share holding during the year
		No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares
1	C.K.Shastri	1714792	7.75	0	1714792	7.75	0	0
2	Chidella Uma Maheswari	93525	0.42	0	93525	0.42	0	0
3	Tikam Sujan	2275802	10.29		2275802	10.29	0	0
	Total	4084119	18.46	0	4084119	18.46	0	0

(iii) Change in Promoters'' Shareholding - There is no change in the Promoter''s Shareholding and the details are given below:

SI. No		Shareholding at the beginning of the year		Cumulative Shareholding at the end of the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	C. K. SHASTRI
	At the beginning of the year	1714792	7.75	1714792	7.75

	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	-	-	-	-
	At the end of the year	1714792	7.75	1714792	7.75
2	CHIDELLA UMA MAHESWARI
	At the beginning of the year	93525	0.42	93525	0.42
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	-	-	-	-
	At the end of the year	93525	0.42	93525	0.42
3	TIKAM SUJAN
	At the beginning of the year	2275802	10.29	2275802	10.29
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):	-	-	-	-
	At the end of the year	2275802	10.29	2275802	10.29

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SI. No	Name of the Top 10 Shareholders	Shareholding at the beginning of the year		Cumulative shareholding at the end of the year
		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1	UNO Metals Ltd	2000	0.01	600000	2.71
2	Anita Sarin	570944	2.63	287614	1.30
3	Anil Sarin	517075	2.38	517075	2.34
4	National Capital Region Electronic Pvt Ltd	500000	2.30	500000	2.26
5	Prakash Mangilal Jain	448000	2.06	0	0.00
6	Satpal Khattar	392212	1.81	392212	1.77
7	13 Infosystem Private Limited	323220	1.49	76872	0.35
8	Globe Capital Market Ltd	25975	0.12	241632	1.09
9	Sai Prasanna Manchineni	186676	0.86	240050	1.09
10	Utsav PramodKumar Shrivastav	240000	1.11	259217	1.17

(v) Shareholding of Directors and Key Managerial Personnel:
SI. No	Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	C. K. SHASTRI
	At the beginning of the year	1714792	7.75	1714792	7.75
	Increase/Decrease during the year	-	-	-	-
	At the end of the year	1714792	7.75	1714792	7.75
2	JAYANT DWARKANATH
	At the beginning of the year	1285635	5.81	1285635	5.81
	Increase/Decrease during the year	-	-	-	-
	At the end of the year	1285635	5.81	1285635	5.81
3	TIKAM SUJAN
	At the beginning of the year	2275802	10.29	2275802	10.29
	Increase/Decrease during the year	-	-	-	-
	At the end of the year on 31/03/2015	2275802	10.29	2275802	10.29
4	SARADA DEVI VEMURI
	At the beginning of the year	0	0	-	-
	Increase/Decrease during the year	0	0	-	-
	At the end of the year	-	-	0	0
5	PAVAN KUMAR PULAVARTY
	At the beginning of the year	0	0	-	-
	Increase/Decrease during the year	0	0	-	-
	At the end of the year	-	-	0	0
6	SRIVATH SHANKER RAO KANDUKURI
	At the beginning of the year	0	0	-	-
	Increase/Decrease during the year	0	0	-	-
	At the end of the year	-	-	0	0
7	SIVA RAMA MALLICK VADLAMANI
	At the beginning of the year	0	0	-	-
	Increase/Decrease during the year	0	0	-	-
	At the end of the year	-	-	0	0
8	H. MADHUKAR NAYAK
	At the beginning of the year	72250	0.33	72250	0.33
	Increase/Decrease during the year	12350	0.06	-	-
	At the end of the year	59900	0.27	59900	0.27
9	K. TEJASWI
	At the beginning of the year	1125	0	1125	0
	Increase/Decrease during the year	-	-	-	-
	At the end of the year	1125	0	1125	0

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

(Amount in Rs)
	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year	0	0	0	0
i) Principal Amount	23,866,977	0	0	23,866,977
ii) Interest due but not paid	0	0	0	0
iii) Interest accrued but not due	0	0	0	0
Total (i ii iii)	0	0	0	0
Change in Indebtedness during the financial year
* Addition	50,000,000	0	0	50,000,000
* Reduction	23,866,977	0	0	23,866,977
Net Change	50,000,000	0	0	50,000,000
Indebtedness at the end of the financial year	50,000,000	0	0	50,000,000
i) Principal Amount	0	0	0	0
ii) Interest due but not paid	0	0	0	0
iii) Interest accrued but not due	0	0	0	0
Total (i ii iii)	50,000,000			50,000,000

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amounting)

SI. No	Particulars of Remuneration	Name of MD / WTD/ Manager		Total Amount
		MD	WTD
1	Gross salary (?)	29,02,500	29,02,500	58,05,000
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	9,67,500	9,67,500	19,35,000
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-	-	-
2	Stock Options converted into equity shares WTD - 862500	-	-	-
3	Sweat Equity	-	-	-
4	Commission - as % of profit - others, specify...	-	-	-
5	Others, please specify
	Total	38,70,000	38,70,000	77,40,000

B. Remuneration to other Directors - No remuneration is paid to any other directors, except Mr. K.S. Shanker Rao who was paid as amount of Rs 140.000/- during the year 2017-18.

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD

(Rs in lakhs)

SI. No	Particulars of Remuneration	Key Managerial Personnel
		CFO	CS	Total
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	17.85	7.20	25.05
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	5.44	0.29	5.73
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	—	—	—
2	Stock Options	—	—	—
3	Sweat Equity	—	—	—
4	Commission	—	—	—
	- as % of profit	—	—	—
	others, specify...	—	—	—
5	Others, please specify	—	—	—
	Total	23.30	7.49	30.78

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

The company has complied with all the requirements of the Listing Agreement / Listing Regulations with the Stock Exchange as well as regulations and guidelines of SEBI. No penalties or strictures were imposed by SEBI, Stock Exchanges or any other Statutory Authorities on matters relating to the capital markets for the year covered under this report.

ANNEXURE- II

Report on Corporate Social Responsibility (CSR) Policy and Activities as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014

1. A brief outline of the Company''s CSR Policy, including overview of projects or programmes undertaken / proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes. (Web link: www. inlOstech.com). The primary focus areas are:

• Education - To provide education and skill development to rural youth.

• Health - To provide health care, medication, safe drinking water to underprivileged sections of the society.

• Environment - To promote a clean and green environment.

• Rural Development - To adopt schools and distribute books to students in schools in rural areas.

2. Corporate Social Responsibility Committee

Chairman: Mr. K. S. Shanker Rao Member: Mrs. V. Sarada Devi Member: Mr. V.S. Mallick

3. Average Net profit for the preceding three Financial Years for the purpose of computation of CSR : Rs 36,086,273.67 Crores.

4. Prescribed CSR expenditure (2% of Average Net Profit): Rs 721,725.47

5. Details of CSR spend for the financial year:

a. Total amount spent during the financial year 2017-18: Nil

b. Amount unspent, if any: Rs 721,725.47

c. Manner in which the amount spent during the financial year is detailed below:

SI. No	CSR Projects or activity identified	Sector in which the project is covered	Projects or programs (1) Local area or other (2) Specify the State and District where projects or programs was undertaken	Amount outlay (budget) project or programs wise (Rs.)	Amount spent on the projects Sub heads: (1) Direct expenditure on projects or programs (2) Overheads (Rs)	Cumulative expenditure upto the reporting period (Rs)	Amount spent: Direct or through implementing agency
(D	(2)	(3)	(4)	(5)	(6)	(7)	(8)

6. The Company could not spend the earmarked money because of the problems in identifying the areas and beneficiaries and the amount on CSR expenditure is proposed to be spent during the current year and the next years.

7. We hereby confirm that the implementation and monitoring of CSR Policy, is in compliance with CSR Objectives and Policy of the Company.

Place: Secunderabad	C. K. Shastri	K. S. Shanker Rao
Date: 14th August, 2018	Managing Director	Chairman of the Committee

ANNEXURE - III Particulars of Employees

a) Information as per Rule 5(1) of Chapter XIII, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Company is an Enterprise of Software products and related activities Company. The remuneration and perquisites provided to our employees are at par with industry standards. Keeping in view, the business objectives of the Company and to match the compensation with IT industry, the nomination and remuneration committee continuously reviews the compensation of CEO and senior executives of the Company. Permanent employees on the rolls of the Company as on 31.03.2018 were 318.

Remuneration paid to whole time Directors (Rs in Lakhs)
Name of the Director	Title	2018	2017	%of increase	Ratio of remuneration to MRE	Ratio of remuneration to MRE and WTD
Jayant Dwarkanath	Whote time Director
		38.70	68.00	-	13.69	13.70

Remuneration paid to Independent Directors (Rs in Lakhs)

Name of the Director	2018	2017	% of increase
Nil	Nil	Nil	Nil

Remuneration of other Key Managerial Personnel (Rs in Lakhs)

Name of the Director	Title	2018	2017	% of increase	Ratio of remuneration to MRE (excluding WTD)	Ratio of remuneration to MRE and WTD (excluding
H.M. Nayak	Head - Finance	23.30	26.84	-	6.32	WTD) 6.32
K. Tejaswi	Company Secretary and Compliance Officer	7.49	7.20		2.55	2.55

b) Information as per Rule 5(2) of Chapter XIII, The Companies (Appointment and remuneration of Managerial personnel) Rules, 2014

SI.No.	Name	Designation/ Nature of Duties	Remuneration Received P.A (?)	Qualification	Experience in years	Age in years	Date of commencement of employment	Last employment held
1	2	3	4	5	6	7	8	9
i	C.K.Shastri	Chairman & Managing Director	38,70,000/-	B.Com., PG DBM	37	59	1990	Xerox Modi Corporation Limited, India
								Australia and New Zealand Banking Group Limited (ANZ), India
"	Jayant Dwarkanath	Whole Time Director	38,70,000/-	BE, M.B.A	31	53	1999

Note: Remuneration as shown above comprises of Salary, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Superannuation Fund.

For and on behalf of the Board

Place: Secunderabad	C. K. Shastri	Jayant Dwarkanath
Date: 14th August, 2018	Chairman & Managing Director	Whole Time Director

ANNEXURE- IV

Statement Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013, read with Rule 5 of Companies (Accounts) Rules, 2014 in the prescribed FORM AOC -1 relating to Subsidiary, Associate and Jointly Controlled Companies.

(Amount in Rs)
Particulars	Intense Technologies FZE	Intense Technologies INC	Intense Technologies UK Limited
Issued & Subscribed Capital	32,770,600	93,997,020	113,758,785
Profit/(Loss) Account	(56,995,744)	(84,456,160)	(117,563,552)
Total Assets	35,081,618	29,532,978	3,946,137
Total Liabilities	35,081,618	29,532,978	3,946,137
Investments	-	-	-
Turnover	38,522,665	32,022,424	-
Profit/(Loss) before Tax	(8,344,574)	(14,280,357)	-
Provision for Tax	-	-	-
Profit/(Loss) After Tax	(8,344,574)	(14,280,357)	-
Proposed Dividend	-	-	-

For and on behalf of the Board

Place: Secunderabad	C. K. Shastri	Jayant Dwarkanath
Date: 14th August, 2018	Chairman & Managing Director	Whole Time Director

ANNEXURE-V

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31st 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To

The Members of Intense Technologies Limited

A1, Vikrampuri,

Secunderabad - 500009.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Intense Technologies Limited (hereinafter called the Company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made there under;

ill. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Employee Share Based Employee Benefits) Regulations, 2014;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

vi. Other Specifically applicable laws to the Company:

• Information Technology Act, 2000

• The Special Economic Zones Act, 2005

• Software Technology Parks of India Rules and Regulations

• Indian Copy rights Act, 1957 The Trademarks Act, 1999

• The Patents Act, 1970

We have also examined compliance with the applicable clauses of the following:

(i) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(ii) Secretarial Standards issued by the Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

Based on the information provided by the Company, its officers and its authorised representatives during the conduct of the audit and also on review of quarterly reports by respective Department Heads/Company Secretary/ CEO taken on record by the Board of Directors of the Company, adequate systems and processes and control mechanism exist in the company to monitor and ensure the compliance of with the applicable general laws like labour laws, competition law and environment laws.

• The Compliance by the Company of applicable financial laws like direct and indirect laws, has not been reviewed in this Audit since the same have been subject to review by Statutory Financial Audit and Other designated professionals.

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

• Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions at the Board Meetings and Committee Meetings have been carried out unanimously as recorded in the Minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that

The Prescribed CSR expenditure of 2% of average net profit of the last three years has not been spent by the company.

We further report that

• there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

there were no such specific events/actions in pursuance of the above referred laws, rules, regulations, etc., having a major bearing on the Company''s affairs.

	For Puttaparthi Jagannatham & Co.
Place: Hyderabad	Rama Bandaru
Date: 14th August, 2018	Practicing Company Secretary
	COP No: 7739
	ACS NO: 19456

''ANNEXURE A''

To

The Members of Intense Technologies Limited

A1, Vikrampuri,

Secunderabad - 500009.

Our report with given date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

	For Puttaparthi Jagannatham & Co.
	Rama Bandaru
Place: Hyderabad	Practicing Company Secretary
Date: 14th August, 2018	COP No: 7739
	ACS NO: 19456

ANNEXURE-VI

Disclosures pursuant Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

During the year under report the following Employees Stock Option Plans are in operation for issue and grant of stock options to its employees and Directors in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

1. Fortune Employees Stock Option Plan 2005;

2. Intense Employees Stock Option Plan - A 2007;

3. Intense Employee Stock Option Plan Scheme - A 2009 and

The requisite disclosures of particulars with respect to these schemes during the year 2017-18 are as under:

1. Fortune Employees Stock Option Plan 2005:

a. Number of options approved by the shareholders - 30,00,000.

b. Number of options granted - 29,17,000

c. Number of options vested and exercised upto 31.03.2018 - 22,59,200

d. Pricing Formula: Exercise price of Rs 2/- per share.

2. Intense Employees Stock Option Plan A 2007:

a. Number of options approved by the shareholders - 5,00,000.

b. Pricing Formula: Exercise price for the options to be granted under this plan is the price determined by the Board in accordance with SEBI Guidelines i.e. Price prevailing on the date of grant.

c. Number of options granted up to 31.03.2018: 4,50,000.

d. Options not yet granted: 50,000.

3. Intense Employee Stock Option Plan Scheme A 2009:

a. Number of options approved by the shareholders 20,00,000.

b. Pricing Formula: Exercise price of Rs 2/- per share.

c. Number of options granted: 10,31,000.

- Options granted on 28.11.2013:10,06,000

- Options granted on 19.08.2014: 25,000

d. Number of options vested and exercised upto 31.03.2018 - 630779

For and on behalf of the Board

Place: Secunderabad	C. K. Shastri	Jayant Dwarkanath
Date: 14th August, 2018	Chairman & Managing Director	Whole Time Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure to present the 25th Annual Report and the Audited Accounts for the financial year ended 31st March, 2015.

1. Financial Results

The Company's financial performance, for the year ended 31st March, 2015 is summarized below:

(Rs. in Lakhs)

Particulars Standalone

2014-2015 2013-14

Gross Revenues 4,948.08 4,679.24

Total Expenditure 4,145.99 3,435.20

Profit before tax 802.09 1,244.04

Tax Expense 136.40 119.25

Profit after tax 665.69 1,124.79

Earnings per share

Basic EPS (Face Value Rs. 2/- each) 3.45 5.83

Diluted EPS (Face Value Rs. 2/- each) 3.09 5.30

Particulars Consolidated

2014-2015

Gross Revenues 4,860.31

Total Expenditure 4,354.32

Profit before tax 505.99

Tax Expense 136.40

Profit after tax 369.59

Earnings per share

Basic EPS (Face Value Rs. 2/- each) 1.92

Diluted EPS (Face Value Rs. 2/- each) 1.72

2. Review of Operations

During the year under review, your Company registered a gross revenue of Rs. 4,948.08 Lakhs (previous year Rs.4,679.24 Lakhs) and a Profit Before Tax of Rs. 802.09 Lakhs (previous year Rs. 1,244.04 Lakhs).

The highlight for the year was the conclusion of a multi-year, multi-country, global price agreement with one of the largest communications solutions providers of the world. This opens new opportunities for our solution across all worldwide locations of this Fortune 500 enterprise. We also maintained market leadership in South Asia for our UniServe™ solutions. Our increased sales investments in Europe and both the Americas, while affecting our margins for the current year, have been instrumental in building a strong sales pipeline for the forthcoming period. We now have customers in all the four continents and are actively exploring new opportunities jointly with large SIs and local partners.

3. Future Outlook

Digital Transformation across large enterprises is a global phenomenon now. Our UniServe™ platform, in the past year, has successfully proven its capability as an accelerator to this transformation process. Additionally, with the aforementioned global price agreement in place now, we will endeavor to reach out to all global locations of the enterprise and conclude new opportunities. In the forthcoming year we are also launching our cloud platform to pursue new revenue opportunities in the large SMB segment in India.

Long sales cycles are inherent to enterprise-scale solutions and with our limited sales network in the past, we haven't been successful in building a pipeline robust enough to deliver substantial quarter on quarter numbers. We are in the process of correcting this anomaly by buttressing our global sales teams who are already in the process of building a strong sales pipeline. This, along with the assured periodic annuity from our existing engagements, we believe, will allow us to deliver consistently over a quarterly basis, within the next couple of years. Furthermore, our pursuit of global opportunity should also improve profitability as our margin realization has been superior on our export earnings. The Government is a large purchaser of technology solutions and we are also focused on opportunities in this sector.

4. Change in the nature of business

During the year the company has not changed its business.

5. Dividend

In order to conserve its financial resources to meet its growth plan, your Board could not recommend any dividend for the year under review.

6. Reserves

The Company has not proposed for transfer any amount to Reserves during the financial year and proposes to retain Rs. 244,700,331/- in the Profit and Loss Account.

7. Finance

Cash and cash equivalents as at March 31st 2015 were Rs. 234,108,666/-. The company continues to focus on judicious management of its working capital, receivables, and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

8. Share Capital

During the year, there was no

a. Issue of shares with differential rights;

b. Issue of sweat equity shares;

c. Provision of money by company for purchase of its own shares by employees or trustees for the benefit of employees

However, Your Company has issued Employee Stock Options and the details are enclosed in Annexure - VII.

9. Directors and Key Managerial Personnel

In accordance with the Companies Act, 2013 and the Articles of Association of the Company, Mr. V. S. Mallick and Mr. K. S. Shanker Rao retire by rotation and being eligible, offer themselves for reappointment.

Mr. Navajyoth Puttaparthi has been appointed as the Company Secretary with effect from 24th October, 2014.

10. Meetings

During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. A calendar of meetings is prepared and circulated in advance to all the Directors.

11. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. Declaration by an Independent Director(s) and re- appointment, if any

The Independent Director(s) have submitted the declaration of independence pursuant to Section 149(7) of the Act stating that he/she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

13. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for appointment and remuneration of Directors, Key Managerial Personnel and other employees including criteria for determining qualifications, positive attributes and director's independence. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration

A) Details of the ratio of the remuneration of each Director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Remuneration to Directors: 2014-15 (Rs.)

(a) Managing Director - Salary 6,000,000

- Perquisites -

(b) Whole Time Director - Salary 6,000,000

- Perquisites -

Remuneration to Directors: % on total salaries

(a) Managing Director 2.24%

-

(b) Whole Time Director 2.24%

-

B) Statement of Particulars of employees pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - III.

C) No director is in receipt of any commission from the company and the Managing Director/ Whole-time Director of the Company have not received any remuneration or commission from any other Company subject to its disclosure by the Company in the Board's Report.

14. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure - IV [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement].

The Company has three Wholly Owned Subsidiary Company (WOS):

(1) "Intense Technologies FZE" in Hamriyah Free Zone, Hamriyah, United Arab Emirates (UAE).

(2) "Intense Technologies INC" in Florida, United States of America (USA).

(3) Intense Technologies UK Limited in 200 Brook Drive, Green Park, Reading RG2 6UB, United Kingdom (UK).

The Company has one Branch:

Intense Technologies Ltd in 9, Temasek Boulevard, # 19-05, Suntec Tower Two, Singapore - 038989.

There were no commercial operations in Intense Technologies INC and Intense Technologies UK Limited during the financial year 2014-15.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

15. Statutory Auditors

M/s Srinivas P & Associates, Chartered Accountants, Independent Auditors of the Company were appointed in the last Annual General meeting for a period of three years till conclusion of Twenty Seventh Annual General Meeting. The resolution relating to ratification of the appointment is put to ratification by members in the ensuing Annual General Meeting.

16. Auditors' Report

The Auditors' Report does not contain any qualification.

Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

17. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the Financial Year 2014-15.

18. Secretarial Audit Report

A Secretarial Audit Report given by M/s Puttaparthi Jagannatham and Co., Company Secretaries, is annexed with the report. The delays in ROC filings were due to non availability of the signatory and objectives were however met. The self explanatory statement on CSR expenditure and Secretarial Audit has been mentioned at the relevant paras. The report is self-explanatory and do not call for any further comments and is enclosed as Annexure - V.

19. Internal Audit Controls and their adequacy

The Company has an internal control system, commensurate with the size scale and complexity of its operations. The scope and authority of the Internal Audit Function is defined in the Internal Audit Manual. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director.

The internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.

20. Adequacy of internal financial controls with reference to the financial statements

The company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

21. Issue of employee stock options

Employees Stock Option Plan As required by Clause 12 of SEBI (Employee Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines 1999, the disclosures of the Employees Stock Option Plan 2005, Stock Option Plan A 2007, Stock Option Plan A 2009 and Stock Option Plan B 2009 which are in force are given in Annexure - VII.

22. Whistle Blower Policy

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Whistle Blower Policy has been uploaded on the website of the Company at www.in10stech.com.

23. Risk Management And Insurance

The Company has established Risk Management Process to manage risks with the objective of maximizing shareholders value.

All the properties of your Company have been adequately insured. Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company's assets are adequately insured against the risk from fire and earthquake.

24. Extract of Annual Return

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return is annexed as Annexure - I.

25. Material changes and commitments

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the company.

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No such orders were passed against the Company.

27. Deposits

The company has not accepted any fixed deposits from the public.

28. Particulars of loans, guarantees or investments under Section 186

(i) Details of Loans: No Loans were made during the Financial Year 2014 -15.

(ii) Details of Investments: The details of the Investments in equity shares in other listed entities aggregating to Rs. 37,343/- of the Company are given in Notes to the Financial Statements.

(iii) Details of Guarantee / Security Provided

Date of providing SL security/ Details of recipient Amount (Rs.) No guarantee

1 15.01.2010 BSNL, MH Telecom 506,660

2 07.01.2010 BSNL, MH Telecom 506,660

3 17.09.2014 BSNL, Patna 11,542



SL Purpose for which the security / guarantee No is proposed to be utilized by the recipient

1 Bank Guarantee

2 Bank Guarantee

3 Bank Guarantee

29. Particulars of contracts or arrangements with related parties

As a matter of policy, your Company carries out transactions with related parties on an arms' length basis. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Statement of these transactions is given in other explanatory information attached in compliance of Accounting Standard No. AS-18.

30. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement shall be annexed with the report.

31. Management Discussion and Analysis

A report on Management Discussion & Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is provided in a separate section forming part of this Annual Report and is enclosed as Annexure - VI.

32.Statutory Disclosures

In terms of the provisions of the Companies Act, 2013 and other applicable regulations read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

33. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohi- bition and Redressal) Act, 2013

In order to prevent Sexual Harassment of Women at Workplace a new act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified on 9th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has constituted "Internal Complaints Committee" as required under Section 4 (1) of Sexual harassment of women at work place (prevention, prohibition and redressal) act, 2013.

This committee consists of following members:

Ms. V. Madhumathi

Ms. Drishti Chhabria

Ms. H. C. Madhavi

During the year under review, no complaint of harassment at the workplace was received by the Committee.

34. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as prescribed under Sub Section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy :

The Company's core activity is information technology and services related which is not power intensive. The Company is making every effort to conserve the usage of power.

B. Technology Absorption (R&D, Adaptation and Innovation):

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

i) Continuous research to upgrade existing products and to develop new products and services.

ii) To enhance its capability and customer service the company continues to carry out R & D activities in house.

2. Benefits derived as a result of the above efforts:

i) Introduction of new and qualitative products.

ii) Upgrade of existing products.

3. Future plan of action:

Intense will continue to invest in and adopt the best processes and methodologies suited to its line of business and long-term strategy. Training employees in the latest appropriate technologies will remain a focus area. The Company will continue to leverage new technologies and also on the expertise available.

C. Foreign Exchange Earnings & Outgo:

The details of Foreign Exchange earnings and outgo are given below:

(Rs. In Lakhs)

2014-15 2013-14

1 Foreign Exchange Earnings

FOB Value of Goods exported 2,727.95 2,170.94

2 Foreign Exchange Outgo

Travelling 221.48 217.08

Other expenditure incurred 96.89 83.18

Transferred to Singapore Branch 106.03 0.58

Transferred to Subsidiaries 337.82 121.20

35. Corporate Social Responsibility (CSR)

The Company has constituted the CSR committee as per the CSR Policy Rules and has identified the Education, Health, Environment, Rural Development and Disaster Relief, if any as the focus areas for CSR activities.

The Company could not spend all the earmarked money because of the problems in identifying the areas and beneficiaries. However, the unspent amount in the year 2014-15 is proposed to be spent during the current year 2015-16 and the next years.

The Disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are enclosed with this report as Annexure - II.

36. Human Resources

Your Company treats its "Human Resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

37. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, shall state that-

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

38. Transfer of Amounts to Investor Education and Protection Fund

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

39. Listing with Stock Exchanges

At present the equity shares of the Company are listed on the Bombay Stock Exchange at Mumbai. The company confirms that it has paid Annual Listing Fees due to the Bombay Stock Exchange for the year 2015 -16.

40. Depository System

Members are aware that your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE781A01025.

41. Acknowledgements

Your Directors' convey their sincere thanks to State Bank of Hyderabad, HDFC Bank Ltd, and shareholders for their continued support. Your Directors' place on record, appreciation of the contribution made by the employees at all levels and looks forward to their continued support.

For and on behalf of the Board

Place: Secunderabad C. K. Shastri Jayant Dwarkanath Date: 13th August,2015 Chairman & Managing Whole Time Director Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure to present the 24th Annual Report and the Audited Accounts for the financial year ended 31st March, 2014.

Financial Highlights:

(Rs. in lakhs) Current Year Previous Year 2013-14 2012-13 Revenues:

Income from Operations 4,318.48 3,244.50 Other Income 360.76 198.42

Gross Revenues 4,679.24 3,442.92

Expenditure:

Employees Cost 2,080.87 1,601.38

Other Expenditure 1,222.24 1,201.87

Depreciation & Amortisation 132.09 94.46

Total Expenditure 3,435.20 2,897.71

Profit before tax 1,244.04 545.21 Tax Expense 119.25 9.60

Profit after tax 1,124.79 535.61

Earnings per share

Basic EPS (Face Value Rs. 2/- each) 5.83 2.80

Diluted EPS (Face Value Rs. 2/- each) 5.30 2.69

Review of Operations

During the year under review, your Company registered a gross revenue of Rs. 4,679.24 lakhs - a 36% increase over previous year revenue of Rs. 3,442.92 lakhs and a profit before tax Rs. 1,244.04 lakhs - an increase of 128% over previous year profit of Rs. 545.21 lakhs.

While we consolidated our leadership position in South Asia by adding customers for both our uniserve Onboard and uniserve 360 solutions in Bangladesh, the highlight certainly was adding three new global marquee customers for our new uniserve CorpCare Solution. With these new customers spread across Europe and South America, uniserve CorpCare has now opened the western markets for us. Our focus on the Middle East and African region is also beginning to bear fruit with 30% revenue contribution from this region alone.

Another highlight of the past year was the focus on building a robust sales pipeline through extensive business development activity and work is apace to convert these leads to confirmed revenue this year.

Sales Marketing & Distribution

Over 50% of our revenue in the past year was from the overseas market. Our margin realization in this markets is also superior to our realization from the Indian market. The forthcoming fiscal will have us focus more intently in building business opportunities in these new markets. We have already strengthened our MEA team by posting our solution consultants in-country. These consultants will in turn, support and train all our partner sales force. An industry veteran has also been recruited to focus on the South East Asian markets and establish local partnerships there. Senior sales associates have already been recruited for North and South Americas and Western Europe. It will be our endeavour to see that the sales pipeline that is being built is effectively covered by local sales professionals.

Mr. Anil Kumar Vengayil, a successful telecom industry veteran, has joined our team to head global sales. Anil brings with him an experience of driving business for both start-ups and industry leading enterprises alike.

Government is a large consumer of IT applications and services. While actively contributing to our international expansion this year, Anil will also closely work with our local teams to focus on opportunities in the government sector.

As we foray into the global markets, brand recognition will be critical to our success. A series of initiatives to demonstrate our experience and thought leadership in our domain are already in progress. These will certainly boost our digital image and make our solutions easily identified. We are actively engaged with leading analysts from Gartner; Forrester and TM Forum and have already been mentioned in their publications.

To cater locally to our expanding list of global customers, we now have sales offices outside India in Singapore, U.A.E, U.S.A and U.K. We will soon commence our UK operations too. Systems Integrators like IBM, TCS, Wipro and Infosys have played a big role in our growth. We have now devised a specific alliance program to work more closely with these partners and build an opportunity pipeline with all their captive customers.

Future Outlook

Digital Transformation across large enterprises is a global phenomenon now and already have had success in this space in the past year with our uniserve framework. With sales recruitments and business development activity being focused around the international markets, we envisage our export contribution to climb beyond the current levels. This should also improve profitability as our margin realization has been superior on our export earnings. With specific focus this year in pursuing opportunities in the Government sector, we hope to grow our domestic footprint too.

Subsidiary Companies

The Company has incorporated the following Wholly Owned Subsidiary Company (WOS) during the year: (1) "Intense Technologies FZE" in Hamriyah Free Zone, Hamriyah, United Arab Emirates (U.A.E). (2) "Intense Technologies INC" in Florida, USA. There were no commercial operations in any of the above two subsidiaries during the financial year 2013-14.

Share Capital

During the year under review, the Company had allotted 1,42,500 equity shares of Rs. 2/- each on the exercise of the options granted to Mr. Jayant Dwarkanath(1,25,000 shares) and Mr. Chandrashekar Balaraman (17,500 shares), employees of the Company under Fortune Employees Stock Option Plan 2005.

Consequently the paid up share capital of the Company is increased from 1,91,37,882 equity shares of Rs. 2/- each aggregating to Rs. 3,82,75,764 to 1,92,80,382 equity shares of Rs. 2/- each aggregating to Rs. 3,85,60,764.

Dividend

In order to conserve its financial resources to meet its growth plan the Company did not recommend any dividend for the year under review.

Internal Control Systems and their adequacy

Your company remains committed to ensuring an effective internal control environment that provides assurance on the efficiency of operations and security of assets. In the networked IT environment of your company, validation of IT Security continues to receive focused attention of the internal audit team which includes Finance, Legal and IT specialists.

Human Resource Management, Branding and Quality

Your company has a unique talent brand which is in strong alignment with your Company''s vision. The Company''s human resource management systems and processes are designed to empower employees and enable them to adopt innovative approaches to creating enduring value for its products.

Corporate Social Responsibility and Governance

Your Company believes that Corporate Social Responsibility delivered in the context of its business makes it more effective, impactful, scalable and sustainable.

Deposits

The company has not accepted any fixed deposits from the public.

Auditors

M/s Srinivas P & Associates Chartered Accountants, Independent Auditors of the Company who retire at the forthcoming Annual General Meeting and who have confirmed their eligibility and qualification as statutory auditors of the company, are proposed for appointment for a period of 3 years in accordance with provisions of Companies Act, 2013.

Directors

1. In accordance with the Companies Act, 2013, Mr. Tikam Sujan retires by rotation and being eligible, offers himself for reappointment.

2. In respect of Mrs. V. Sarada Devi, Mr. R Pavan Kumar, Mr. K. S. Shanker Rao and Mr. V.S. Mallick, the Company has received requisite notices in writing from members proposing them for appointment as Independent Directors.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

1) Followed in the preparation of the Annual Accounts, the applicable accounting standards with proper application relating to material departures, if any;

2) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period;

3) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4) Prepared the Annual Accounts on a going concern basis.

Risk Management and Insurance

All the properties of your Company have been adequately insured. The Company from time to time has been conducting exercises on Risk Management and minimization procedures. This has been need based and being done by internal Management.

Corporate Governance

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors'' Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

Personnel

The details of Persons/ Directors who were in receipt of remuneration in excess of limits specified in Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975, is specified below:

S.No. Name of the Designation Amount Per Month Person /Director 1. C.K.Shastri Chairman & Managing Director Rs. 5,00,000/-

2. Jayant Dwarkanath Director Rs. 5,00,000/-

Energy, Technology and Foreign Exchange

Additional information in terms of Section 217 (1) (e) of the Companies Act, 1956, is annexed hereto Annexure - I

Employees Stock Option Plan

As required by Clause 12 of SEBI (Employee Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines 1999, the disclosures of the Employees Stock Option Plan 2005, Stock Option Plan A 2007, Stock Option Plan A 2009 and Stock Option Plan B 2009 which are in force are given in Annexure - II

Depository System

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity shares is INE781A01025.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under 49 of the listing agreement with Stock Exchange, is annexed hereto Annexure - III

Stock Exchange Listing

The Equity Shares of the Company are listed on Bombay Stock Exchange, Mumbai and the Company confirms that it has paid Annual Listing Fees due to the Stock Exchange for the year 2013-14.

Acknowledgements

Your Directors'' convey their sincere thanks to State Bank of Hyderabad, HDFC Bank Ltd, and shareholders for their continued support. Your Directors'' place on record, appreciation of the contribution made by the employees at all levels and looks forward to their continued support.

For and on behalf of the Board

C.K.Shastri Chairman & Managing Director

Place: Secunderabad Date: 29th May, 2014

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Mar 31, 2012

The Directors' have pleasure in presenting the Twenty Second Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March 2012.

Sales, Marketing and Distribution:

Partnerships and alliances is our chosen way to penetrate markets and reach customers. Our products are ready to be hosted on cloud and we have entered into partnerships with leading system integrators to host our products on their cloud platform. Having stated thus, we are also investing in direct sales resources in all the markets that we wish to be in to demonstrate our commitment toward that region. The Company has also initiated steps to engage partners in Middle East, Africa and the US. On the product front, we will shortly launch a single framework for all our products to reduce time for deployment and enable greater flexibility to customers.

The Company will participate in relevant events and conferences to strengthen the brand name in India and overseas. The Company's brand building efforts will cover Social Media Marketing as a big initiative. The Company believes that these initiatives will contribute to higher revenues, and assist in attracting and retaining good talent.

Future outlook:

Today the Company enjoys good customer reference base, which can be leveraged to replicate the domestic success across the globe. The focus would be on business development efforts in the Middle East, Africa and the USA. The Company expects increased traction for its products from enterprises of all sizes and scales. The hosted model, flexible pricing should improve the affordability and help enterprises gradually scale their operations with our products and support.

The Company is consciously working on enabling all its solutions for the Cloud. All leading system integrators are seeking to host our products on their cloud platforms, and these should additionally augment our sales pipeline and reflects a promising and robust growth.

Dividend:

The Company could not recommend any dividend for the year under review.

Utilization of Proceeds of Funds raised:

In terms of Clause 41 of the Listing Agreement with the Stock Exchanges where the shares of the company are listed, the details of utilization of proceeds of funds raised during the years 2007-08 & 2009- 2010 by issue of shares to QIB's and on preferential basis to specified persons / entities are as follows:

Directors:

P.Anil Kumar and Tikam Sujan, Directors of the company, retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Deposits:

The Company has not accepted any public deposits during the year under review.

Insurance & Risk Management:

All the properties of your Company have been adequately insured. The Company from time to time has been conducting exercises on Risk Management and minimization procedures. This has been need based and being done by internal Management.

Internal Audit/ Internal Control Systems and their adequacy:

The internal controls of the Company are operated through an exhaustive system of internal checks and balances involving interdependencies of job responsibilities, which ensure that there are joint discussions and approvals before any financial commitments are made. The Company also has an outside internal audit system commensurate with its size and nature of its business.

Auditors:

Srinivas P. & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility and willingness to accept office, if reappointed.

Energy, Technology and Foreign Exchange:

Additional information in terms of Section 217 (1) (e) of the Companies Act, 1956, is annexed hereto (Annexure-I).

Particulars of Employees:

There were no employees who were in receipt of remuneration in excess of limits specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Employees Stock Option Plan:

As required by Clause 12 of SEBI (Employee Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines 1999, the disclosures of the Employees Stock Option Plan 2005, Stock Option Plan A 2007, Stock Option Plan B 2007, Stock Option Plan A 2009 and Stock Option Plan B 2009 which are in force are given in Annexure - II

Management Discussion & Analysis:

Pursuant to the provisions of Clause 49 of the Listing Agreement with Stock Exchanges, a report on Management Discussion & Analysis is set out as Annexure- III to this report.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of your company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv). The Directors have prepared the annual accounts on a going concern basis.

Corporate Governance:

A report on Corporate Governance including Auditors' Certificate thereon as per Clause 49 of the Listing Agreement is enclosed and forms part of this Annual Report.

Stock Exchange Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and the Company confirms that it has paid Annual Listing Fees due to the Stock Exchange for the year 2011-12. The shares of the Company got delisted from The Calcutta Stock Exchange Limited w.e.f 8th February, 2012.

Acknowledgments:

Your Directors' convey their sincere thanks to State Bank of Hyderabad, HDFC Bank Ltd, and shareholders for their continued support. Your Directors' place on record, appreciation of the contribution made by the employees at all levels and looks forward to their continued support.

For and on behalf of the Board

C.K.Shastri

Place: Secunderabad Chairman & Managing Director

Date: 31st August 2012

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Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report on the Business and Operations of the Company and the Audited Statement of Accounts for the year ended 31st March 2010:

Financial Highlights

(Rs. in Lakhs)

Current Year Previous Year

2009-2010 2008-2009

Gross Revenue 1135.00 1918.93

Total Expenditure 1815.96 1867.50

Financial Expenses 4.43 3.79

Operating Profit/(Loss) (685.39) 47.64

Review of Operations:

During the year your Company registered gross income of Rs.1135.00 lakhs (previous year Rs.1918.93 lakhs). The company recorded an operating loss of Rs. 685.39 lakhs as against an operating profit of Rs.47.64 lakhs in the previous year.

The revenues of the year have not been in line with our plans and expectations owing to the affects of the global downturn and a recessive environment. While we have ramped up our people strength in line with our plans, we have experienced several enterprises resorting to deferment on their IT investments. The telecom sector continues to be the major source of our revenues followed by the Insurance sector. The management has taken into cognizance the need to replicate the successes in telecom across all other verticals like Banking, Insurance, Utilities, Government and Manufacturing verticals.

Our investments on people are magnified due to the poor revenues, thus affecting the bottom line. However, the Company is confident of achieving its mission of becoming the top solutions provider in its chosen space. The Company has top Indian enterprises as its customers today and enjoys healthy partnerships with global Systems Integrators. Leveraging our existing customers along with partnerships should yield better revenues in the future.

Towards the end of the financial year 2009-10, we have noticed the optimism coming back to the overall business environment. The management also analyzed the costs and steps have already been taken to rationalize costs and optimize on the most-dependable resources.

Sales, Marketing and Distribution:

Being in the enterprise products space, marketing is critical to improve the proliferation of the Intense brand and its offerings. Partnerships and alliance are the fastest way to penetrate markets and reach customers. However, even our partnerships have experienced a pause in their revenue flows owing to the global downturn.

Our partnerships with global Systems Integrators, office automation vendors and technology resellers are showing improved traction for our products. The Company has also initiated steps to strike partnerships for the US geography. Substantial progress has been already made on this front. On the product front, the Company has already taken steps to integrate its products with SAP and other ERP solutions. This would strengthen the products attractiveness for the Manufacturing verticals. On the pricing front, the Company has created flexible and innovative pricing models. This would make our products affordable to medium enterprises and would also encourage large enterprises. The Company will continue to support the efforts in selling the products, strengthen the brand name in India and abroad. The Company will focus more on developing and maintaining a proper brand image and undertake a number of activities that will aim at enhancing brand recognition.

The Companys brand building efforts will cover placed articles across the web and promotional programs and participation in industry workshops and tradeshows. The Company believes that these initiatives will contribute to higher revenues, and assist in attracting and retaining good talent.

- New geographies, newer customers

- Existing customer, enhanced products

- Product proliferation in the customer business ecosystem.

Future outlook:

With the downturn receding in all the global markets, stability and certainty are bound to come. The Company is already experiencing signs of optimism from its prospective customers. That said, the Companys success with enterprise customers reflects a promising and robust growth. The fact that the Company is a leader in the customer communications management space in Indian telecom vertical and has covered significant ground in the Insurance vertical is in itself an indication of the business.

Today the Company also enjoys good customer reference base, which can be leveraged to replicate the domestic success across the globe. The focus would be to take our products to Middle East, Africa and Asia Pacific. The Company expects increased traction for its products from enterprises of all sizes and scales. The flexible pricing models should improve the affordability and help enterprises gradually scale their operations with our products and support.

Dividend:

The Company could not recommend any dividend for the year under review.

Utilization of Proceeds of Funds raised:

In terms of Clause 41 of the Listing Agreement with the Stock Exchanges where the shares of the company are listed, the details of utilization of proceeds of funds raised during the year 2007-08 by issue of shares to QIBs and on preferential basis to specified persons / entities are as follows:

(Rs. in lakhs)

2009-10 2008-09

Opening Balance 1569.99 2818.54

Funds raised 108.00 -

Total - A 1677.99 2818.54

Less: Funds utilized

Capital Expenditure 106.95 188.30

Advance for Capital Works 21.69

Revenue Expenditure 99.61 1038.56

Total Utilized Total - B 206.56 1248.55

Unutilized (Bank Deposits) 1471.43 1569.99

Directors:

Mrs. V. Sarada Devi and Mr. P. Pavan Kumar Directors of the company, retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Deposits:

The Company has not accepted any public deposits during the year under review.

Insurance & Risk Management:

All the properties of your Company have been adequately insured.

The Company from time to time has been conducting exercises on Risk Management and minimization procedures. This has been need based and being done by internal Management.

Internal Audit/ Internal Control Systems and their adequacy:

The internal controls of the Company are operated through an exhaustive system of internal checks and balances involving interdependencies of job responsibilities, which ensure that there are joint discussions and approvals before any financial commitments are made.

Auditors:

M/s. Srinivas P. & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility and willingness to accept office, if reappointed.

Energy, Technology and Foreign Exchange:

Additional information in terms of Section 217 (1)(e) of the Companies Act, 1956, is annexed hereto (Annexure-I).

Particulars of Employees:

The following employees were in receipt of remuneration in excess of limits specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

SI. Name of the Employee Salary p.m. No. Designation Rs.

1 Mr. C.K.Shastri 2,50,000 Managing Director

2 Mr. Jayant Dwarkanath 2,50,000 Whole time Director

3 Mr. Srinivas Tangirala 2,25,000 Sr. Vice President - Product Engg.

4 Mr. N.N. Venkata Vithal 3,06,000 Chief Operating Officer

Employees Stock Option Plan:

During the year your Company had obtained the approval of the shareholders in their Extraordinary General Meeting held on 19th May, 2009 for introducing two new Employees Stock Option Schemes - Intense Employees Stock Option Plan Scheme A 2009 and Scheme B 2009.

As required by Clause 12 of SEBI (Employee Stock Options Scheme and Employees Stock Purchase Scheme) Guidelines 1999, the disclosures of the Employees Stock Option Plan 2005, Stock Option Plan A 2007, Stock Option Plan B 2007, and Stock Option Plan A 2009 and Stock Option Plan B 2009 which are in force are given in Annexure - II

Management Discussion & Analysis:

Pursuant to the provisions of Clause 49 of the Listing Agreement with Stock Exchanges, a report on Management Discussion & Analysis is set out as Annexure- III to this report.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of your company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis.

Corporate Governance:

A report on Corporate Governance including Auditors Certificate thereon as per Clause 49 of the Listing Agreement forms part of this Annual Report.

Stock Exchange Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and the Calcutta Stock Exchange Association Limited. The Company confirms that it has paid Annual Listing Fees due to both the Stock Exchanges for the year 2009-2010.

Acknowledgments:

Your Directors convey their sincere thanks to State Bank of Hyderabad, HDFC Bank Ltd, Software Technology Parks and shareholders for their continued support. Your Directors place on record, appreciation of the contribution made by the employees at all levels and looks forward to their continued support.

For and on behalf of the Board

C.K.Shastri Chairman & Managing Director

Place: Secunderabad Date : 25th August 2010