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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Intrasoft Technologies Ltd.

Mar 31, 2025

We are pleased to present the Thirtieth Annual Report of IntraSoft Technologies Limited ("the Company") together with the Audited Financial Statements of the Company for the financial year ended 31 March 2025.

FINANCIAL STATEMENTS & RESULTSa. Financial Results:

The consolidated and standalone performance during the financial year ended 31 March 2025 as compared to the previous financial year is summarized below:

CONSOLIDATED FINANCIALS	Amount (7in Lacs)
Particulars	2024-25	2023-24
Total Income	50,860.50	49,284.20
Profit before Interest and Depreciation	1,897.62	2,684.79
Less : Finance Cost	255.55	1,188.24
Less : Depreciation	85.38	97.81
Profit before Tax	1,556.69	1,398.74
Less : Tax Expense	288.19	418.74
Profit for the year	1,268.50	980.00

On Standalone basis, Total Income of the Company recorded at 7 1,470.54 Lacs in FY 2024 - 2025 against 7 1,434.74 Lacs in FY 2023 - 2024. EBITDA is recorded at 7 421.89 Lacs in FY 2024 - 2025 against 7 631.29 Lacs in FY 2023 - 2024. Profit before Tax for the financial year under review is recorded at 7 204.76 Lacs against 7 455.16 Lacs in FY 2023 - 2024. The net profit for the financial year under review is 7 56.61 Lacs as compared to 7 284.74 Lacs in the previous financial year.

b. Business (State of Company Affairs):

During the year under review, the Company and its subsidiaries reported an Operating Cash Flow of 7 8,260.52 Lacs as compared to 7 1,716.17 Lacs in the previous financial year. Consolidated Total Income was 7 50,860.50 Lacs as compared to 7 49,284.20 Lacs

Our strong focus on sustainability and efficiency led us to achieve positive operating cash-flows over the last two years. During the year we steadily advanced our vendor-direct strategy while evolving into a technology centric platform. As part of our long-term vision, we are committed to continued investment in our platform, our people, and our processesâ driving efficiency and supporting sustainable growth.

c. Performance of Subsidiaries, Associates and Joint Venture Companies:

The Company has, as on 31 March 2025, three wholly owned subsidiaries viz. 123 Greetings.com, Inc. (USA), IntraSoft Ventures Pte. Ltd (Singapore) & One Two Three Greetings

(India) Private Limited (India) and two step down subsidiaries viz. 123Stores, Inc. (USA), wholly owned subsidiary of IntraSoft Ventures Pte. Ltd (Singapore) and 123Stores E Commerce Private Limited (India), wholly owned subsidiary of 123Stores, Inc. The entire group focuses on the e-Commerce business by consolidating all operations related to e-Commerce and online greeting activities to achieve financial and operational efficiencies.

Apart from the information provided in the foregoing paragraph, there were no Companies which have become or ceased to be subsidiaries, associates and joint ventures during the financial year under review.

In accordance with Section 129 of the Companies Act, 2013, consolidated financial statements of the Company along with its subsidiaries have been prepared which forms part of this Annual Report. Further, the performance and financial position of each of the subsidiaries for the year ended 31 March 2025 is attached and marked as Annexure I (Form AOC-1) and forms part of this Report.

APPROPRIATIONS

a. Dividend:

To conserve the resources of the Company for new future initiatives, Board of Directors of the Company have not proposed and recommended any dividend for the financial year ended 31 March 2025. Previous year, also no Dividend was paid to the Shareholders as Company has been focusing

upon new future initiatives and conserve the resources.

There was no Interim Dividend declared by the Company during the financial year ended 31 March 2025.

Dividend Distribution Policy is not applicable to the Company.

b. Transfer to Reserves:

The Board of Directors have not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to Profit and Loss account.

c. Amount and shares transferred to IEPF with details of Nodal officer:

In terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017 the Company has transferred:

Sl. No.	No. of Equity Shares transferred to IEPF Authorities	Year of Declaration	Transferred in the Financial Year
1	7593	2016 - 2017	2024 - 2025
2	116	2015 - 2016	2023 - 2024
2	203	2014 - 2015 (Interim)	2022 - 2023
4	260 and 632 (in two tranches)	2013 - 2014	2021 - 2022
5	2682	2012 - 2013	2020 - 2021
6	895	2011 - 2012	2019 - 2020
7	582	2010 - 2011	2018 - 2019
8	4379	2009 - 2010	2017 - 2018

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and the date of this report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are found adequate. During the year under review, no material or serious observation has been received on inefficiency or inadequacy of such controls, from the Internal Auditors of the Company.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

Your Directors would like to inform that no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and on the Company''s operations in future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during the financial year with its wholly owned subsidiaries were in the ordinary course of business and at 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 as material related party transaction in accordance with the policy of the Company on related party transactions read with SEBI (Listing Obligations

DETAILS OF THE NODAL OFFICER:

Aakash Kumar Singh (*)

Company Secretary and Compliance Officer Email ID: aakash.singh@itlindia.com Phone No. 033 4023 1234 (*) Appointed w.e.f. 17 July 2024

During the Financial year 2024 - 2025, an Unpaid / Unclaimed Dividend Account balance of T 1,45,172/- was transferred to IEPF Authority Account which was declared in the financial year 2016 - 2017 (final) and remained unpaid / unclaimed for 7 consecutive years.

FINANCIAL STATEMENTS AS PER IND-AS

Financial Statements for the year ended 31 March 2025 are in accordance with the Indian Accounting Standards (IND-AS) notified by the Ministry of Corporate Affairs, Government of India, which have already become applicable to the Company from the accounting period beginning on 01 April 2017.

REVISION OF FINANCIAL STATEMENTS

The Company has not carried out any revision in its financial statements in any of the three preceding financial years as per the requirement under Section 131 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

and Disclosure Requirements) Regulations, 2015. The Policy on Related Party Transactions was reviewed and amended by the Board of Directors in their Meeting held on 13 February 2025 in terms of the amendments as SEBI LODR which is effective from 1st April, 2025. The amended Policy on Related Party Transactions as approved by the Board may be accessed on the Company''s website: http://www.itlindia.com/docs/Policy_ on_Related_Party_Transactions.pdf

Your Directors draw attention of the members to Note No. 28 of Standalone Financial Statements which sets out disclosures on related parties and transactions entered into with the said parties.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Full particulars of loans given, investments made, guarantees given and securities provided along with the purposes for which the loans or guarantees or securities are proposed to be utilized by the recipient(s) thereof are provided in details in Note Nos. 6,8 & 26 of Standalone Financial statements.

SHARE CAPITAL

The Company does not have a scheme of ESOP and hence disclosures pursuant to Section 67(3) of the Companies Act, 2013 are also not required to be furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Board of Directors & Key Managerial Personnel:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sharad Kajaria, Whole-Time Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Brief profile and the information as required under the relevant provisions of the Act, Regulation 36 of the SEBI Listing Regulations and Secretarial Standards SS-2 are disclosed in the notice of the ensuing Annual General Meeting and forms part of the Annual Report.

b. Declaration by Independent Directors:

The Independent Directors of the Company have given a declaration confirming that they continue to meet with the criteria of the independence as provided in Section 149(6) of the Companies Act, 2013 as further amended by the Companies Amendment Act, 2017 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have also confirmed that they are

independent of the Management.

The Independent Directors also confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, each of the Independent Director possess requisite integrity, expertise and experience for acting as an Independent Director of the Company.

The Independent Directors have confirmed that they have registered their details in terms of sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). Each and every independent director has passed the online proficiency selfassessment test as contemplated under Rule 6(4) of the above said Rules.

There has been no change in the circumstances which may affect their status as Independent director during the year under review. The Company has been regularly conducting Familiarization Programme for its Independent Directors and has posted its details on the website: http://www.itlindia.com/ docs/Familiarisation_Programme.pdf

c. Company''s Policy on Director''s appointment and remuneration:

The Board of Directors as per the recommendation of the Nomination and Remuneration Committee, framed a policy on selection and appointment of Directors and Senior Managerial Personnel and their remuneration which was further amended by the Board in their Meeting held on 30 March 2019 in terms of the Amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018. The details of said policy are given in the Corporate Governance Report which forms part of this Annual Report.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings:

The Board of Directors met 7 (Seven) times during the financial year 2024 - 2025 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Detailed information on the Board Meetings is provided in the Corporate Governance Report which forms part of this Annual Report.

b. Director''s Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31 March 2025, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company

as at 31 March 2025 and of the profit of the Company for that year;

iii. proper and sufficient care was taken 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;

iv. the annual accounts of the Company have been prepared on a going concern basis;

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

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

c. Committees of the Board:

There are Four Committees of the Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee. Detailed information on all the Committees is provided in the Corporate Governance Report along with the details of extract from Nomination and Remuneration Policy of the Company with respect to remuneration of Executive Directors, Key Managerial Personnel and other senior employees of the Company. Policies framed by the Board pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the Company''s Website: https://www.itlindia.com/corporate. html

Disclosure in respect of composition of Committees, Committee Meetings held, attendance of members, Terms of reference of the Committee and other related matters are made in the Corporate Governance Report attached and forms part of this Annual Report.

POLICIES

a. Vigil Mechanism Policy for the Directors and Employees:

The Board of Directors of the Company have pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The Policy is available on the Company''s website: http://www. itlindia.com/corporate.html

The employees of the Company have the right to report their concern / grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

b. Risk Management Policy:

The Board of Directors of the Company has designed Risk

Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual / strategic business plans and in periodic management reviews.

c. Policies and Procedures (Mechanism):

The Board of Directors of the Company has laid down policies and procedures in case of Leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information in their Meeting held on 30 March 2019 in terms of the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

The Board of Directors has carried out annual evaluation of its own performance, Committees of the Board and individual directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

A statement indicating the manner for evaluation of performance of the Board, its committees and individual Directors is stated in the Corporate Governance Report forming part of this Annual Report.

INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

PAYMENT OF REMUNERATION/ COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES

None of the managerial personnel i.e. Managing Director and Whole - Time Director of the Company are in receipt of remuneration / commission from the Subsidiary Companies of the Company. The Company has no holding company.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports for the year ended 31 March 2025 are as under:-

a. Report of Statutory Auditors on Accounts for the Year ended 31 March 2025:

The auditor''s report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

b. Secretarial Audit Report:

In previous year, Secretarial Audit Report included an observation that the Company has not appointed an Independent Director on the Board of its Material Subsidiary, i.e. 123Stores Inc., which the Company has addressed in current year and appointed an Independent Director of the Company on the board of the 123Stores Inc., material subsidiary of the company.

Secretarial Audit Report issued by Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2024 - 2025 forms part of this report Annexure IV.

Secretarial Auditors'' Appointment:

In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Companies Act, 2013 read with rules thereto, the Board of Directors has appointed M/s. Rathi & Associates, Company Secretaries, as the Secretarial Auditors for a term of 5 consecutive years i.e. from F.Y. 2025 - 2026 till F.Y. 2029 - 2030, subject to the approval of the members of the Company. A resolution to this effect is included in the notice of the ensuing Annual General Meeting, which may kindly be referred for more details.

c. Statutory Auditors:

The members of the Company in the 29th Annual General Meeting held on 24 September 2024 appointed M/s. K. N. Gutgutia & Co., Chartered Accountants (Firm Registration No. 304153E) for a term of 5 years from the conclusion of the 29th Annual General Meeting till the conclusion of the 34th Annual General Meeting. The said Auditors have given their consent to act as the Statutory Auditors of the Company up to the Financial Year ended 31 March 2029.

d. Cost Auditors:

The Cost Audit in terms of the provisions of the Companies Act, 2013 and The Companies (Cost Records and Audit Rules), 2014 are not applicable to the Company.

e. Fraud Reporting:

During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company.

ANNUAL RETURN

The Annual Return for the year ended 31 March, 2024 in Schedule - V which was filed with the Registrar of the Companies is also uploaded on the Website of the Company and the link for the same is http://www.itlindia.com/statutory.html. The Annual return of the Company for the financial year ended 31 March 2025 is uploaded on the Website of the Company and the link for the same is http://www.itlindia.com/statutory.html

CODE OF CONDUCT

The Company has laid down a robust Code of Business Conduct and Ethics, which is based on the principles of ethics, integrity and transparency. More details about the Code is given in the Corporate Governance Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, no application was made by the Company or proceedings were pending under the Insolvency and Bankruptcy Code, 2016 against the Company or any of its Subsidiaries.

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

The Company has not done any one time settlement with any of the Lenders / Financial Institutions / Banks of any loan facility provided by them, therefore disclosure under the given head is not applicable.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure II which forms part of this Report.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, during the financial year under review, the Company was not required to spend any amount towards Corporate Social Responsibility activities.

Further, as the provisions of the Section 135 were not applicable to the Company, there is no Annexure in Annual Report on CSR for the Financial Year 2024 - 2025.

The Company has always been otherwise actively donating voluntarily for the charitable purposes or out of the social obligations.

PARTICULARS OF EMPLOYEES AS PER SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Theinformation required pursuant to Section 197 read with Rule 5(1) and 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure III.

The Managing Director and Whole - Time Director of the Company had not received any commission from the Company and also not received any remuneration or commission from its subsidiary company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial year under review, in terms of Section 118(1) of the Companies Act, 2013, the Company has complied with the Secretarial Standards SS-1 and SS-2 on Board Meetings and Annual General Meeting issued by the Institute of Company Secretaries of India (ICSI).

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Companies Act, 2013 and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic means (e-mail) in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Also, the Company has taken sufficient measures and adopted a policy in terms of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. During the year under review, no complaints in relation to sexual harassment at workplace have been reported.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report and the same forms part of this Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to uphold the values of transparency, integrity, accountability and ethical corporate citizenship across all its business activities. This commitment lays down the foundation of its governance practices which focus on creating sustainable value for the stakeholders.

The Company has laid down Code of Conduct to which the Board and Senior Management have affirmed compliance. The Code is displayed on the official website of the Company at http://www.itlindia.com/investorrelations/corporate

governance-Company Policies.

The Company has complied with the provisions of Corporate Governance requirements, as stipulated under Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from a Practicing Company Secretaries pursuant to the said Regulation is attached with the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Business Responsibility and Sustainability Reporting is not applicable to the Company, hence the disclosure under the given head is not made.

DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961

The Company has complied with provisions relating to the Maternity Benefit Act 1961. During the year under review, it was reported that none of the employees of the Company had availed the benefits under the said act.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to place on its gratitude to customers, shareholders, suppliers, bankers, business partners / associates and financial institutions for their consistent support and encouragement to the Company.

Mar 31, 2024

We are pleased to present the Twenty Ninth Annual Report of IntraSoft Technologies Limited ("the Company") together with the Audited Financial Statements of the Company for the financial year ended 31 March 2024.

FINANCIAL STATEMENTS & RESULTSa. Financial Results:

The consolidated and standalone performance during the financial year ended 31 March 2024 as compared to the previous financial year is summarized below:

CONSOLIDATED FINANCIALS	Amount (Tin Lacs)
Particulars	2023-24	2022-23
Total Income	49,284.20	46,160.98
Profit before Interest and Depreciation	2,684.79	2,026.04
Less : Finance Cost	1,188.24	807.53
Less : Depreciation	97.81	110.32
Profit before Tax	1,398.74	1,108.19
Less : Tax Expense	418.74	266.99
Profit for the year	980.00	841.20

c. Performance of Subsidiaries, Associates and Joint Venture Companies:

The Company has, as on 31 March 2024, three wholly owned subsidiaries viz. 123Greetings.com, Inc. (USA), IntraSoft Ventures Pte. Ltd (Singapore) & One Two Three Greetings (India) Private Limited (India) and two step down subsidiaries viz. 123Stores, Inc. (USA), wholly owned subsidiary of IntraSoft Ventures Pte. Ltd (Singapore) and 123Stores E Commerce Private Limited (India), wholly owned subsidiary of 123Stores, Inc. The entire group focuses on the E-Commerce business by consolidating all operations related to E-Commerce and online greeting activities to achieve financial and operational efficiencies.

In accordance with Section 129 of the Companies Act, 2013, consolidated financial statements of the Company along with its subsidiaries have been prepared which forms part of this Annual Report. Further, the performance and financial position of each of the subsidiaries for the year ended 31 March 2024 is attached and marked as Annexure I (Form AOC-1) and forms part of this Report.

On Standalone basis, Total Income of the Company recorded at T1,434.74 Lacs in FY 2023-24 against T1,087.42 Lacs in FY 2022-23. EBITDA is recorded at T631.29 Lacs in FY 202324 against T218.09 Lacs in FY 2022-23. Profit before Tax for the financial year under review is recorded at T455.16 Lacs against T117.34 Lacs in FY 2022-23. The net profit for the financial year under review is T284.74 Lacs as compared to T14.05 Lacs in the previous financial year.

b. Business (State of Company Affairs):

During the year under review, the Company and its subsidiaries reported an Operating Cash Flow of T1,716.17 Lacs as compared to T1,412.33 Lacs in the previous financial year. Consolidated Total Income was T49,284.20 Lacs as compared to T46,160.98 Lacs.

Our strong focus on sustainability and efficiency led us to achieve consistently high and positive operating cash-flows over the last two years. During the year we responded well to a challenging macroeconomic environment experiencing global supply chain challenges and inflationary price increases, which is a testament to the strength of our business model as well as the flexible, diversified supply chain structure we proactively built and have leveraged during this time.

APPROPRIATIONS

a. Dividend:

To conserve the resources of the Company for new future initiatives, Board of Directors of the Company have not proposed and recommended any dividend for the financial year ended 31 March 2024. Previous year, also No Dividend was paid to the Shareholders as Company has been focusing upon new future initiatives and conserve the resources.

There was no Interim Dividend declared by the Company during the financial year ended 31 March 2024.

Dividend Distribution Policy is not applicable to the Company.

b. Transfer to Reserves:

c. Amount and shares transferred to IEPF with details of Nodal officer:

In terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017 the Company has transferred 116 shares to Investor Education and Protection Fund Authority during the financial year 2023-24 of the shareholders on whose shares dividend was unclaimed / unpaid for a period of seven (7) consecutive years from the year of its declaration in financial year 2015-16 (final) to IEPF Authority''s Account. The Company had earlier transferred 203 shares to IEPF Authority in the financial year 2022-23, 260 shares and 632 shares (in 2 tranches) to the IEPF Authority in the financial year 2021-22, 2682 shares to IEPF Authority in the financial year 2020-21, 895 shares to IEPF Authority in the financial year 2019-20, 582 equity shares to IEPF Authority in the financial year 201819 and 4379 equity shares in the financial year 2017-18 of the shareholders, on whose shares the Dividend was unpaid / unclaimed for a period of seven (7) consecutive years for the financial year 2014-15 (Interim), 2013-14, 2012-13, 2011-12, 2010-11, 2009-10 and also of the earlier years.

DETAILS OF THE NODAL OFFICER:

Pranvesh Tripathi (#)

Company Secretary and Compliance Officer Email ID - pranvesh.tripathi@itlindia.com

Phone No. - 022 4004-0008 (#) Resigned w.e.f. 16 July 2024 Aakash Kumar Singh (*)

Company Secretary and Compliance Officer Email ID: aakash.singh@itlindia.com Phone No. 033 4023 1234 (*) Appointed w.e.f. 17 July 2024

During the Financial year 2023-24, an Unpaid/ Unclaimed Dividend Account balance of '' 77,662/- was transferred to IEPF Authority Account which was declared in the financial

year 2015-16 (final) and remained unpaid/ unclaimed for 7 consecutive years.

FINANCIAL STATEMENTS AS PER IND-AS.

Financial Statements for the year ended 31 March 2024 are in accordance with the Indian Accounting Standards (IND-AS) notified by the Ministry of Corporate Affairs, Government of India, which have already become applicable to the Company from the accounting period beginning on 01 April 2017.

REVISION OF FINANCIAL STATEMENTS

The Company has not carried out any revision in its financial statements in any of the three preceding financial years as per the requirement under Section 131 of the Companies Act, 2013.

DEPOSITS

DISCLOSURES UNDER SECTION 134(3) (l) OF THE COMPANIES ACT, 2013

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

Your Directors would like to inform that no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and on the Company''s operations in future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

with related parties which could be considered as material related party transaction in accordance with the policy of the Company on related party transactions read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Related Party Transactions was reviewed and amended by the Board of Directors in their Meeting held on 14 March 2022 in terms of the amendments as SEBI LODR which is effective from 01 April 2022. The amended Policy on Related Party Transactions as approved by the Board may be accessed on the Company''s website: http://www.itlindia. com/docs/Policy_on_Related_Party_Transactions.pdf Your Directors draw attention of the members to Note No. 26 of Standalone Financial Statements which sets out disclosures on related parties and transactions entered into with the said parties.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

SHARE CAPITAL

During the Year, to meet with the requirements of funds, the Board of Directors in their Meeting held on 19 January 2024 approved a Preferential Issue of 19,30,000 Equity Shares to 4 Allottees in Non-Promoter category amounting to ''279,850,000/-. The Shareholders in their Extra-Ordinary General Meeting also approved to issue and allot the

19.30.000 Equity Shares to 4 no of Allottees.

However, based on receipt of Subscription Money from three Allottees, the Allotment Committee of the Board allotted

15.80.000 Equity Shares ranking pari-passu with Existing Equity Shares of the Company @ an issue price of ''145/- per share amounting to an issue size of ''229,100,000/-. The Final Listing and Trading Approval is received from the BSE and NSE on 07 May 2024 for 15,80,000 Equity Shares as allotted to three (3) No. of Allottees.

The Company has not issued any other shares with differential voting rights and sweat equity shares and hence, disclosures under Section 43(a)(ii) and Section 54(1)(d) of the Companies Act, 2013 read with relevant rules are not required to be furnished.

The Company does not have a scheme of ESOP and hence disclosures pursuant to Section 67(3) of the Companies Act, 2013 are also not required to be furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Board of Directors & Key Managerial Personnel:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Arvind Kajaria, Managing Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

b. Declaration by Independent Directors:

The Independent Directors of the Company have given a declaration confirming that they continue to meet with the criteria of the independence as provided Section 149(6) of the Companies Act, 2013 as further amended by the Companies Amendment Act, 2017 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have also confirmed that they are independent of the Management.

In the opinion of the Board, each of the Independent Director possess requisite integrity, expertise and experience for acting as an Independent Director of the Company.

The Independent Directors have confirmed that they have registered their details in terms of Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). Online proficiency self-assessment test as contemplated under Rule 6(4) of the above-said Rules has also been passed by the concerned Independent Directors as applicable to them. There has been no change in the circumstances which may affect their status as Independent director during the year under review. The Company has been regularly conducting Familiarization Programme for its Independent Directors and has posted its details on the website: http://www.itlindia. com/docs/Familiarisation_Programme.pdf

c. Company''s Policy on Director''s appointment and remuneration:

The Board of Directors as per the recommendation of the Nomination and Remuneration Committee, framed a policy on selection and appointment of Directors and Senior Managerial personnel and their remuneration which was

further amended by the Board in their Meeting held on 30 March 2019 in terms of the Amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018. The details of said policy are given in the Corporate Governance Report which forms part of this Annual Report.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. Board Meetings:

The Board of Directors met 7 (Seven) times during the financial year 2023-24 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Detailed information on the Board Meetings is provided in the Corporate Governance Report which forms part of this Annual Report.

b. Director''s Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31 March 2024, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

iv. the annual accounts of the Company have been prepared on a going concern basis;

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

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

c. Committees of the Board:

There are Four Committees of the Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee. During the year, an Allotment Committee was formed by the Board of Directors in their Meeting held on 19 January 2024. Detailed information on all the Committees is provided in the Corporate Governance Report along with the details

of extract from Nomination and Remuneration Policy of the Company with respect to remuneration of Executive Directors, Key Managerial Personnel and other senior employees of the Company. Policies framed by the Board pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the Company''s Website: https://www.itlindia.com/corporate.html Disclosure in respect of composition of Committees, Committee Meetings held, attendance of members, Terms of reference of the Committee and other related matters are made in the Corporate Governance Report attached and forms part of this Annual Report.

POLICIES

a. Vigil Mechanism Policy for the Directors and Employees:

The employees of the Company have the right to report their concern / grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

b. Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

c. Policies and Procedures (Mechanism):

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

A statement indicating the manner for evaluation of performance of the Board, its committees and individual Directors is stated in the Corporate Governance Report forming part of this Annual Report.

INTERNAL CONTROL SYSTEMS

PAYMENT OF REMUNERATION/ COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES

None of the managerial personnel i.e. Managing Director and Whole-time Director of the Company are in receipt of remuneration/commission from the Subsidiary Companies of the Company. The Company has no holding company.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports for the year ended 31 March 2024 are as under: -

a. Report of Statutory Auditors on Accounts for the Year ended 31 March 2024:

The auditor''s report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

b. Secretarial Audit Report:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates, the Company to obtain a Secretarial Audit Report in Form MR-3 from a Practicing Company Secretary. Rathi and Associates, Company Secretaries had been appointed as Secretarial Auditors to issue Secretarial Audit Report for the financial year 2023-24. Secretarial Audit Report includes an observation that the Company has not appointed an Independent Director on the Board of its Material Subsidiary, i.e. 123Stores Inc. The Board of Directors hereby clarifies that as the 123Stores Inc. is a US subsidiary, the Board is looking for a suitable candidate to

be appointed as an Independent Director of the Company and who shall be recommended to be appointed on the Board of 123Stores Inc.

Secretarial Audit Report issued by Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2023-24 forms part of this report Annexure IV.

c. Statutory Auditors:

The members of the Company in the 25th Annual General Meeting held on 29 October 2020 appointed Singhi & Co., Chartered Accountants (Firm Registration. No 302049E) for a term of 5 years from the conclusion of the 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting. However, Singhi & Co., Chartered Accountants have resigned on 28 March 2024 vide a Letter of Intention to resign dated 28 March 2024 along-with Annexure A mentioning the reasons for the resignation, with effect from issuing the signed Auditors'' Report on the Standalone and Consolidated Financial Results / Statements of the Company for the Year ended 31 March 2024. The Board of Directors, in their Meeting held on 29 March 2024, on the recommendation of the Audit Committee, appointed K.N. Gutgutia & Co., Chartered Accountants to fill the casual vacancy caused by the resignation of Singhi & Co., Chartered Accountants, with effect from the date of this Report, i.e.; 14 May 2024 until the conclusion of the ensuing 29th Annual General Meeting of the Company subject to approval of the shareholders of the Company.

The Board of Directors in their Meeting held on 14 May 2024, on the recommendation of the Audit Committee, have also proposed, for the approval of the shareholders of the Company, the Appointment of K.N. Gutgutia & Co., Chartered Accountants to hold the office of Statutory Auditors for full term of five (5) years from the conclusion of the ensuing 29th Annual General Meeting of the company till the conclusion of the 34th Annual General Meeting of the Company.

The Auditors K.N. Gutgutia & Co., Chartered Accountants are also recommended to the shareholders for approval for appointment of a full term of five (5) years from the conclusion of the ensuing 29th Annual General Meeting until the conclusion of 34th Annual General Meeting of the Company.

The said Auditors have given their consent to act as the Statutory Auditors of the Company up to the conclusion of the ensuing Annual General Meeting in casual vacancy and as well as for full term of the five (5) years.

d. Cost Auditors:

The Cost Audit in terms of the provisions of the Companies Act, 2013 and The Companies (Cost Records and Audit Rules), 2014 are not applicable to the Company.

e. Fraud Reporting:

During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company.

ANNUAL RETURN

The Annual Return for the year ended 31 March 2023 in Schedule - V which was filed with the Registrar of the Companies is also uploaded on the Website of the Company and the link for the same is http://www.itlindia.com/ statutory.html The Annual return of the Company for the financial year ended 31 March 2024 is uploaded on the Website of the Company and the link for the same is http:// www.itlindia.com/statutory.html

CODE OF CONDUCT

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, no application was made by the Company or proceedings were pending under the Insolvency and Bankruptcy Code, 2016 against the Company or any of its Subsidiaries.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure II which forms part of this Report.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY

Further, as the provisions of the Section 135 were not applicable to the Company, there is no Annexure on Annual

Report on CSR for the Financial Year 2023-24.

The Company has always been otherwise actively donating voluntarily for the charitable purposes or out of the social obligations.

PARTICULARS OF EMPLOYEES AS PER SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5(1) and 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure III.

The Managing Director and Whole-Time Director of the Company had not received any commission from the Company and also not received any remuneration or commission from its subsidiary company.

COMPLIANCE WITH SECRETARIAL STANDARDS

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic means (e-mail) in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from a Practicing Company Secretaries pursuant to the said Regulation is attached with the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Business Responsibility and Sustainability Reporting is not applicable to the Company, hence the disclosure under the given head is not made.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to place on its gratitude to customers, shareholders, suppliers, bankers, business partners/ associates and financial institutions for their consistent support and encouragement to the Company.

Mar 31, 2023

We are pleased to present the Twenty Eighth Annual Report of IntraSoft Technologies Limited ("the Company") together with the
Audited Financial Statements of the Company for the financial year ended 31 March 2023.

FINANCIAL STATEMENTS & RESULTS

a. Financial Results:

The consolidated and standalone performance during the financial year ended 31 March 2023 as compared to the previous financial
year is summarized below:

! CONSOLIDATED FINANCIALS	Amount ('' in Lacs);
Particulars	2022-2023	2021-2022
Total Income	46,160.98	42644.38
Profit before Interest and Depreciation	2,026.04	1739.83
Less : Finance Cost	807.53	352.05
Less : Depreciation	110.32	137.55
Profit before Tax	1,108.19	1250.23
Less : Tax Expense	266.99	(32.05)
Profit for the year	841.20	1282.28

On Standalone basis, Total Income of the Company recorded
at '' 1,087.42 Lacs in FY 2022-2023 against '' 1,306.04 Lacs
in FY 2021-2022. EBITDA is recorded at '' 218.09 Lacs in FY
2022-2023 against '' 434.33 Lacs in FY 2021-2022. Profit
before Tax for the financial year under review is recorded at ''
117.34 Lacs against '' 354.56 Lacs in FY 2021-2022. The net
profit for the financial year under review is '' 14.05 Lacs as
compared to '' 331.04 Lacs in the previous financial year.

b. Business (State of Company Affairs):

During the year under review, the Company and its
subsidiaries reported an Operating Cash Flow of '' 1,412.33
Lacs, as compared to '' 3,331.66 Lacs in the previous financial
year. Consolidated Total Income was '' 46,160.98 Lacs, as
compared to '' 42,644.38 Lacs.

Our strong focus on sustainability and efficiency led us to
achieve consistently, high and positive operating cash-flows
over the last two years. During the year we responded well
to a challenging macroeconomic environment experiencing
global supply chain challenges by adding more than 100 new
brands to our platform, which is a testament to the strength
of our business model as well as the flexible, diversified supply
chain structure we proactively built and have leveraged during
this time.

Our long-term vision remains intact as we continue to make

investments in our people, processes and technology to grow
the business.

c. Performance of Subsidiaries, Associates and Joint
Venture Companies

The Company has, as on 31 March 2023, three wholly owned
subsidiaries viz. 123 Greetings.com, Inc. (USA), IntraSoft
Ventures Pte. Ltd (Singapore) & One Two Three Greetings
(India) Private Limited (India) and two step down subsidiaries
viz. 123Stores, Inc. (USA), wholly owned subsidiary of IntraSoft
Ventures Pte. Ltd (Singapore) and 123Stores E Commerce
Private Limited (India), wholly owned subsidiary of 123Stores,
Inc. The entire group focuses on the E-Commerce business
by consolidating all operations related to E-Commerce and
online greeting activities to achieve financial and operational
efficiencies.

Apart from the information provided in the foregoing
paragraph, there were no Companies which have become or
ceased to be subsidiaries, associates and joint ventures during
the financial year under review.

position of each of the subsidiaries for the year ended 31
March 2023 is attached and marked as Annexure I (Form
AOC-1) and forms part of this Report.

APPROPRIATIONS

a. Dividend

To conserve the resources of the Company for new future
initiatives, Board of Directors of the Company have not
proposed and recommended any dividend for the financial
year ended 31 March 2023. Previous year, a final dividend of
'' 1/- per equity share was paid to the shareholders
aggregating to '' 147.31 Lacs.

There was no Interim Dividend declared by the Company
during the financial year ended 31 March 2023.

Dividend Distribution Policy is not applicable to the Company.

b. Transfer to Reserves

The Board of Directors have not recommended transfer
of any amount of profit to reserves during the year under
review. Hence, the entire amount of profit for the year under
review has been carried forward to Profit and Loss account.

c. Amount and shares transferred to IEPF with details of
Nodal officer

In terms of the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Second
Amendment Rules, 2017 the Company has transferred 203
shares to Investor Education and Protection Fund Authority
during the financial year 2022-2023 of the shareholders on
whose shares dividend was unclaimed/ unpaid for a period of
seven (7) consecutive years from the year of its declaration in
financial year 2014-2015 (final) to IEPF Authority''s Account.
The Company had earlier transferred 260 shares and 632
shares ( in 2 tranches) to the IEPF Authority in the financial
year 2021-2022 , 2682 shares to IEPF Authority in the
financial year 2020-2021,895 shares to IEPF Authority in the
financial year 2019-2020, 582 equity shares to IEPF Authority
in the financial year 2018-2019 and 4379 equity shares in
the financial year 2017-2018.of the shareholders, on whose
shares the Dividend was unpaid/ unclaimed for a period of
seven (7) consecutive years for the financial year 2014-2015
(Interim) , 2013-2014, 2012-2013, 2011-12, 2010-11, 2009Â¬
10 and also of the earlier years.

DETAILS OF THE NODAL OFFICER:

Pranvesh Tripathi

Company Secretary and Compliance Officer
Email ID - pranvesh.tripathi@itlindia.com
Phone No. - 022 4004-0008

During the Financial year 2022-2023, an Unpaid/ Unclaimed
Dividend Account balance of '' 42,337 was transferred to IEPF
Authority Account which was declared in the financial year 2014Â¬
2015 (final) and remained unpaid/ unclaimed for 7 consecutive
years.

FINANCIAL STATEMENTS AS PER IND-AS.

Financial Statements for the year ended 31 March 2023 are
in accordance with the Indian Accounting Standards (IND-AS)
notified by the Ministry of Corporate Affairs, Government of India,
which have already become applicable to the Company from the
accounting period beginning on 01 April 2017.

REVISION OF FINANCIAL STATEMENTS

The Company has not carried out any revision in its financial
statements in any of the three preceding financial years as per the
requirement under Section 131 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted or renewed any amount falling
within the purview of provisions of Section 73 of the Companies
Act 2013 ("the Act") read with the Companies (Acceptance of
Deposits) Rules, 2014. Hence, the requirement for furnishing of
details of deposits which are not in compliance with the Chapter V
of the Act is not applicable.

DISCLOSURES UNDER SECTION 134(3) (l) OF THE COMPANIES
ACT, 2013

Except as disclosed elsewhere in this report, no material changes
and commitments which could affect the Company''s financial
position have occurred between the end of the financial year of
the Company and the date of this report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial
statements as designed and implemented by the Company are
found adequate. During the year under review, no material or
serious observation has been received on inefficiency or inadequacy
of such controls, from the Internal Auditors of the Company.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNAL

Your Directors would like to inform that no orders have been passed
by any Regulator or Court or Tribunal which can have impact on the
going concern status and on the Company''s operations in future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

which could be considered as material related party transaction
in accordance with the policy of the Company on related party
transactions read with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy on Related Party
Transactions was reviewed and amended by the Board of
Directors in their Meeting held on 14 March 2022 in terms of the
amendments as SEBI LODR which is effective from 01 April 2022.
The amended Policy on Related Party Transactions as approved by
the Board may be accessed on the Company''s website http://
www.itlindia.com/docs/Policy_on_Related_Party_Transactions.pdf

Your Directors draw attention of the members to Note no. 27 of
Standalone Financial Statements which sets out disclosures on
related parties and transactions entered into with the said parties.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND
SECURITIES

Full particulars of loans given, investments made, guarantees given
and securities provided along with the purposes for which the
loans or guarantees or securities are proposed to be utilized by the
recipient(s) thereof are provided in details in Note nos. 6, 8 and 26
of standalone financial statements.

SHARE CAPITAL

The Company had announced Rights Issue of Equity Shares of
'' 50 crores to meet with the requirements of the funds, however
considering the market conditions and other factors, the same will
be reconsidered on improvement in the business conditions.

The Company has not issued any other shares with differential
voting rights and sweat equity shares and hence, disclosures under
Section 43(a)(ii) and Section 54(1)(d) of the Companies Act, 2013
read with relevant rules are not required to be furnished.

The Company does not have a scheme of ESOP and hence
disclosures pursuant to Section 67(3) of the Companies Act, 2013
are also not required to be furnished.

There are no shares held by trustees for the benefit of employees
and hence no disclosure under Rule 16(4) of the Companies (Share
Capital and Debentures) Rules, 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

a. Board of Directors & Key Managerial Personnel

The Shareholders of the Company passed a Special Resolution by
way of Postal Ballot on 09 June 2022 and approved the appointment
of Mr. Ashish Arun (DIN: 06431791) as an Independent Director
of the Company for a term of five (5) years w.e.f. 14 March 2022.
The Board of Directors of the Company at its Meeting held on 30
May 2022 upon recommendation of Nomination and Remuneration
Committee and subject to the approval of shareholders, had reÂ¬
appointed Mr. Arvind Kajaria as Managing Director and Mr. Sharad
Kajaria as Whole-time Director of the Company for a further term

of 3 (three) years with effect from 01 April 2023 as their tenure
was expiring on 31 March 2023.

The shareholders approved the re-appointment of Mr. Arvind
Kajaria as Managing Director and Mr. Sharad Kajaria as WholeÂ¬
time Director of the Company with effect from 01 April 2023, by
way of Special Resolutions passed for their re-appointments in the
Annual General Meeting of the Company held on 13 September
2022.

In accordance with the provisions of Section 152 of the Companies
Act, 2013, Mr. Sharad Kajaria, Wholetime Director of the Company
is liable to retire by rotation in the ensuing Annual General Meeting
and being eligible, has offered himself for re-appointment.

Brief profile and the information as required under the relevant
provisions of the Act, Regulation 36 of the SEBI Listing Regulations
and Secretarial Standards SS-2 are disclosed in the notice of the
ensuing Annual General Meeting and forms part of the Annual
Report.

b. Declaration by Independent Directors

The Independent Directors of the Company have given a
declaration confirming that they continue to meet with the criteria
of the independence as provided Section 149(6) of the Companies
Act, 2013 as further amended by the Companies Amendment Act,
2017 and Regulation 16(1) (b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and they have also
confirmed that they are independent of the Management.

The Independent Directors also confirmed that they are not aware
of any circumstances or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without
any external influence.

In the opinion of the Board, each of the Independent Director
possess requisite integrity, expertise and experience for acting as
an Independent Director of the Company.

There has been no change in the circumstances which may affect
their status as Independent director during the year under review.
The Company has been regularly conducting Familiarization
Programme for its Independent Directors and has posted its details
on the website- http://www.itlindia.com/docs/Familiarisation_
Programme.pdf.

c. Company''s Policy on Director''s appointment and
remuneration

The Board of Directors as per the recommendation of the

Nomination and Remuneration Committee, framed a policy on
selection and appointment of Directors and Senior Managerial
personnel and their remuneration which was further amended
by the Board in their Meeting held on 30 March 2019 in terms
of the Amendments in SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2018. The details of said policy are
given in the Corporate Governance Report which forms part of this
Annual Report.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND
POLICIES:

a. Board Meetings

The Board of Directors met 6 (Six) times during the financial year
2022-2023 in accordance with the provisions of the Companies
Act, 2013 and rules made thereunder. Detailed information on the
Board Meetings is provided in the Corporate Governance Report
which forms part of this Annual Report.

b. Director''s Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation
to the audited financial statements of the Company for the year
ended 31 March 2023, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures, if any;

ii. such accounting policies have been selected and applied
consistently and the Directors made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at 31 March 2023 and of the
profit of the Company for that year;

iii. proper and sufficient care was taken 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;

iv. the annual accounts of the Company have been prepared on
a going concern basis;

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

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

c. Committees of the Board

Advisory Committee of the Board has been dissolved w.e.f. 07 May
2022. Detailed information on all the Committees is provided in
the Corporate Governance Report along with the details of extract
from Nomination and Remuneration Policy of the Company with
respect to remuneration of Executive Directors, Key Managerial
Personnel and other senior employees of the Company. Policies
framed by the Board pursuant to the applicable provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are available on the
Company''s Website -https://www.itlindia.com/corporate.html.
Disclosure in respect of composition of Committees, Committee
Meetings held, attendance of members, Terms of reference of the
Committee and other related matters are made in the Corporate
Governance Report attached and forms part of this Annual Report.

POLICIES

a. Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company have pursuant to the
provisions of Section 177(9) of the Companies Act, 2013 read
with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014, framed a "Vigil Mechanism Policy" for Directors
and employees of the Company to provide a mechanism which
ensures adequate safeguards to employees and Directors from
any victimization on raising of concerns of any violations of legal
or regulatory requirements, incorrect or misrepresentation of any,
financial statements and reports, etc. The Policy is available on the
Company''s website- http://www.itlindia.com/corporate.html
The employees of the Company have the right to report their
concern/ grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of
ethical, moral and legal conduct of business operations.

b. Risk Management Policy

The Board of Directors of the Company has designed Risk
Management Policy and Guidelines to avoid events, situations or
circumstances which may lead to negative consequences on the
Company''s businesses and define a structured approach to manage
uncertainty and to make use of these in their decision making
pertaining to all business divisions and corporate functions. Key
business risks and their mitigation are considered in the annual/
strategic business plans and in periodic management reviews.

c. Policies and Procedures (Mechanism)

The Board of Directors of the Company has laid down policies
and procedures in case of Leak of Unpublished Price Sensitive
Information or suspected leak of Unpublished Price Sensitive
Information in their Meeting held on 30 March 2019 in terms of
the SEBI (Prohibition of Insider Trading) (Amendment) Regulations,
2018.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND
BOARD

The Board of Directors has carried out annual evaluation of its own
performance, Committees of the Board and individual directors
pursuant to the provisions of the Companies Act, 2013 and the
Corporate Governance requirements as prescribed under Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015.

A statement indicating the manner for evaluation of performance
of the Board, its committees and individual Directors is stated in the
Corporate Governance Report forming part of this Annual Report.

INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature
of the Company''s business, size and complexity of its operations
are in place and have been operating satisfactorily. Internal control
systems comprising of policies and procedures are designed
to ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance with
policies, procedure, applicable laws and regulations and that all
assets and resources are acquired economically, used efficiently
and adequately protected.

PAYMENT OF REMUNERATION/ COMMISSION TO DIRECTORS
FROM HOLDING OR SUBSIDIARY COMPANIES

None of the managerial personnel i.e. Managing Director and
Whole-time Director of the Company are in receipt of remuneration/
commission from the Subsidiary Companies of the Company. The
Company has no holding company.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports for the year
ended 31 March 2023 are as under: -

a. Report of Statutory Auditors on Accounts for the Year
ended 31 March 2023

The auditor''s report does not contain any qualification,
reservation or adverse remark or disclaimer or modified
opinion.

b. Secretarial Audit Report

Secretarial Audit Report includes an observation that the
Company has not appointed an Independent Director on
the Board of its Material Subsidiary, i.e. 123Stores Inc. The

Board of Directors hereby clarifies that as the 123Stores Inc. is
a US subsidiary, the Board is looking for a suitable candidate to
be appointed as an Independent Director of the Company and
who shall be recommended to be appointed on the Board of
123Stores Inc.

Secretarial Audit Report issued by M/s. Rathi and Associates,
Company Secretaries in Form MR-3 for the financial year 2022Â¬
2023 forms part of this report as Annexure IV.

c. Statutory Auditors

The members of the Company in the 25th Annual General
Meeting held on 29 October 2020 appointed M/s. Singhi &
Co., Chartered Accountants (Firm Registration. No 302049E)
for a term of 5 years from the conclusion of the 25th Annual
General Meeting till the conclusion of the 30th Annual General
Meeting. The said Auditors have given their consent to act as
the Statutory Auditors of the Company up to the financial year
ended 31 March 2025.

d. Cost Auditors

The Cost Audit in terms of the provisions of the Companies Act,
2013 and The Companies (Cost Records and Audit Rules), 2014
are not applicable to the Company.

e. Fraud Reporting

During the year under review, no instances of fraud were
reported by the Statutory Auditors of the Company.

ANNUAL RETURN

The Annual Return for the year ended 31 March 2022 in Schedule-V
which was filed with the Registrar of the Companies is also uploaded
on the Website of the Company and the link for the same is http://
www.itlindia.com/statutory.html. The Annual return of the Company
for the financial year ended 31 March 2023 is uploaded on the
Website of the Company and the link for the same is http://www.
itlindia.com/statutory.html.

CODE OF CONDUCT

The Company has laid down a robust Code of Business Conduct
and Ethics, which is based on the principles of ethics, integrity and
transparency. More details about the Code is given in the Corporate
Governance Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, no application was made by the

Company or proceedings were pending under the Insolvency
and Bankruptcy Code, 2016 against the Company or any of its
Subsidiaries.

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

The Company has not done any one time settlement with any
of the Lenders/ Financial Institutions/ Banks of any loan facility
provided by them, therefore disclosure under the given head is
not applicable.

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

The particulars as required under the provisions of Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 in respect of conservation of energy,
technology absorption, foreign exchange earnings and outgo etc.
are furnished in Annexure II which forms part of this Report.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and
Companies (Corporate Social Responsibility Policy) Rules, 2014,
during the financial year under review, the Company was
not required to spend any amount towards Corporate Social
Responsibility activities.

Further, as the provisions of the Section 135 were not applicable to
the Company, there is no Annexure on Annual Report on CSR for
the Financial Year 2022-2023.

The Company has always been otherwise actively donating
voluntarily for the charitable purposes or out of the social
obligations.

PARTICULARS OF EMPLOYEES AS PER SECTION 197 READ
WITH RULE 5 OF THE COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule
5(1) and 5(2) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 is attached to this report as
Annexure III.

The Managing Director and Whole Time Director of the Company

had not received any commission from the Company and also
not received any remuneration or commission from its subsidiary
company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial year under review, in terms of Section 118(1)
of the Companies Act, 2013, the Company has complied with the
Secretarial Standards SS-1 and SS-2 on Board Meetings and Annual
General Meeting issued by the Institute of Company Secretaries of
India (ICSI).

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Companies Act, 2013,
and applicable law, all documents, including the Notice and Annual
Report shall be sent through electronic means (e-mail) in respect of
members whose email IDs are registered in their demat account or
are otherwise provided by the members.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Also, the Company has taken sufficient measures and adopted a
policy in terms of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules
thereunder. During the year under review, no complaints in relation
to sexual harassment at workplace have been reported.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

A detailed review of the operations, performance and future outlook
of the Company and its business is given in the Management''s
Discussion and Analysis Report and the same forms part of this
Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to uphold the values of transparency,
integrity, accountability and ethical corporate citizenship across all
its business activities. This commitment lays down the foundation
of its governance practices which focus on creating sustainable
value for the stakeholders.

The Company has laid down Code of Conduct to which the Board

and Senior Management have affirmed compliance. The Code is displayed on the official website of the Company at http://www.itlindia.
com/investorrelations/corporate governance-Company Policies.

The Company has complied with the provisions of Corporate Governance requirements, as stipulated under Regulation 27 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on
Corporate Governance forming part of the Directors'' Report and the certificate from a Practicing Company Secretaries pursuant to the
said Regulation is attached with the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Business Responsibility and Sustainability Reporting is not applicable to the Company, hence the disclosure under the given head is not
made.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to place on its gratitude to customers, shareholders, suppliers, bankers, business partners/ associates
and financial institutions for their consistent support and encouragement to the Company.

For and on behalf of the Board

^{Place : Kolkata} ARVIND KAJARIA SHARAD KAJARIA

^{Date :}29 May 2023 Managing Director Whole-time Director

(DIN No. 00106901) (DIN No. 00108036)

Registered Office:

CIN: L24133MH1996PLC197857

A-502, Prathamesh, Raghuvanshi Mills Ltd. Compound,

Senapati Bapat Marg, Lower Parel (W),

Mumbai - 400 013

Tel: 022 4004 0008 Fax: 022 2490 3123

Email: intrasoft@itlindia.com Website: www.itlindia.com

Mar 31, 2018

Directors'' Report

To The Shareholders IntraSoft Technologies Limited

We are pleased to present the Twenty Third Annual Report of IntraSoft Technologies Limited ("the Company") together with the Audited Financial Statements for the financial year ended 31 March 2018.

financial statements & results a. Financial Results:

The consolidated and standalone performance during the year ended 31 March 2018 as compared to the previous financial year is summarized below:

: consolidated financials Amount (Rs, in Lacs)

Particulars	2017-18	2016-17
Total Income	117,497.66	94,575.60
Profit before Interest and Depreciation	2,414.36	2,421.88
Less : Finance Cost	264.33	355.53
Less : Depreciation	195.57	187.44
Profit before Tax	1,954.46	1,878.91
Less : Provision for Income Tax	581.31	550.63
Profit after Tax	1,373.15	1,328.28

On Standalone basis, total Income of the Company recorded at Rs, 1,533.53 Lacs in FY 2017-18 against Rs, 1,927.29 Lacs in FY 2016-17. EBITDA is recorded at Rs, 270.53 Lacs in FY 201718 against Rs, 631.51 Lacs in FY 2016-17. PBT for the financial year under review is recorded at Rs, 119.90 Lacs against Rs, 424.21 Lacs in FY 2016-17 . The net profit for the financial year under review is Rs, 125.02 Lacs as compared to 394.36 Lacs of the previous financial year.

b. Business:

The performance of the company and its subsidiaries during the financial year 2017-18 was remarkable. Our total consolidated income (including Other Income) for the financial year under review is Rs, 117,497.66 Lacs, as compared to Rs, 94,575.60 Lacs in the previous financial year, registering a growth of 24.24 % year-on-year in INR terms. The Consolidated Net Profit for the financial year under review increased by 3% to Rs, 1,373.15 Lacs from Rs, 1,328.28 Lacs during the previous financial year. Hence we are growing overall market share in the Sellers'' market. Revenue from operations increased by 30% in constant currency terms and 25% in INR terms to '' 116,986.78 Lacs. 123Stores, the e-commerce business, continued it growth momentum and remained the major revenue generator for the group. Year 2017 was another year of strong growth for the U.S. e-commerce market, as consumers continued to shift their retail spending from the traditional brick-and-mortar to online. As per U.S Department of commerce, online retail sales grew by 16.4% in 2017, the highest since 2011, comprising 13% of total retail sales, while offline retail sales grew by just 1.9% for the year. 123Stores grew by 31% during 2017 clearly outpacing the 16.4% growth for online retail growth and 18% for the Top 1000 retailers, hence increasing its market share. During the year, 123Stores added more products from existing vendors, increasing their share of vendor''s wallet.

This has been the year where the company also improved its working capital efficiency and reduced its working capital cycle from 18 days to 15 days, led primarily by optimizing inventory performance and optimizing ordering system management. The Company also worked on increasing automation levels enabled by scalable technology platform, coupled with a demand forecasting engine and auto replenishment software. The Company''s focus on increasing operational efficiencies by leveraging technology and optimizing processes increased efficiencies and resulted in a new high in the revenue per employee trends. Going forward, the company aims at increasing vendors'' credit, the process for which has started during the end of the financial year 2017-18. This should lead to improved working capital cycle and cash flow generation in the coming years.

Deposits) Rules, 2014. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

disclosure of internal financial controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are found adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

disclosure of orders passed by regulators or courts or tribunal

Your Directors would like to inform that no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and on the Company''s operations in future.

particular of contracts or arrangement with

RELATED PARTIES

Your Directors draw attention of the members to Note no. 28 of Standalone financial statements which sets out disclosures on related parties and transactions entered into with the said parties.

particulars of loans, guarantees, investments and securities

Full particulars of loans given, investments made, guarantees given and securities provided along with the purposes for which the loans or guarantees or securities are proposed to be utilized by the recipient(s) thereof are provided in Note nos. 6, 7, 8 and 26 of standalone financial statements.

SHARE CAPITAL

During the year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, disclosures under Section 43(a)(ii) and Section 54(1)(d) of

There was no change in the nature of the business of the company, during the year under review.

c. Performance of Subsidiaries, Associates and Joint Venture companies

The Company has three wholly owned subsidiaries and two step down subsidiaries as on 31 March 2018 viz. 123Greetings. com, Inc (USA), IntraSoft Ventures Pte. Ltd (Singapore) & One Two Three Greetings (India) Private Limited (India) wholly owned subsidiaries and 123Stores, Inc (USA), wholly owned subsidiary of IntraSoft Ventures Pte. Ltd (Singapore) and 123Stores E Commerce Private Limited (India), wholly owned subsidiary of 123Stores, Inc. The entire group focuses on the E-Commerce business by consolidating all operations related to E-Commerce and online greeting activities to achieve financial and operational efficiencies.

In accordance with Section 129 of the Companies Act, 2013, consolidated financial statements of the Company along with its subsidiaries have been prepared which forms part of this Annual Report. Further, the performance and financial position of each of the subsidiaries for the year ended 31 March 2018 is attached and marked as Annexure I (FormAoc-1) and forms part of this Report.

appropriations a. Dividend

The Board of Directors of the Company has recommended a final dividend of Rs, 2/- (20%) (previous year Rs, 2/- per equity share) per equity share of face value of Rs,10/- for the financial year 2017-18, which if approved would absorb Rs, 355.20 Lacs including dividend distribution tax of Rs, 60.56 Lacs (Previous year Rs, 354.61
Lacs including dividend distribution tax of Rs, 59.98 Lacs).

b. Transfer to Reserves

The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the Profit and Loss account.

financial statements as per ind-as.

Financial Statements for the year ended 31 March 2018 are in accordance with the Indian Accounting Standards (IND-AS) notified by the Ministry of Corporate Affairs, Government of India, which have become applicable to the Company for the accounting period beginning on 01 April 2017. Consequently, Financials for the period ended 31 March 2017 have been restated as per requirements of the said notification to comply with IND-AS.

deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of

disclosures related to board, committees and policies:

a. Board Meetings

The Board of Directors met 5 (Five) times during the financial year 2017-18 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Detailed information on the Board Meetings is provided in the Corporate Governance Report which forms part of this Annual Report.

b. Director''s Responsibility Statement

I n terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31 March 2018, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

iv. the annual accounts of the Company have been prepared on a going concern basis;

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

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

c. committees of the Board

There are five Committees of the Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee. The other Committee named as Business Advisory Committee was constituted during the year. Detailed information on all the Committees is provided in the Corporate Governance Report along with the details of extract from Nomination and Remuneration Policy of the Company with respect to remuneration of Executive Directors, Key Managerial Personnel and other senior employees of the Company.

the Companies Act, 2013 read with relevant rules are not required to be furnished. The Company does not have a scheme of ESOP and hence disclosures pursuant to Section 67(3) of the Companies Act, 2013 are also not required to be furnished.

matters related to directors and key managerial personnel:

a. Board of Directors & Key Managerial Personnel

The tenure of Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Whole-time Director of the Company expired on 31 March 2017. The Board of Directors of the Company at its Meeting held on 18 March 2017, subject to the approval of the shareholders, re-appointed Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Whole-time Director of the Company for a further term of 3 (three) years with effect from 01 April 2017. The said Appointments of Mr. Arvind Kajaria as Managing Director and of Mr. Sharad Kajaria as Whole-time Director was approved by shareholders of the Company in the Annual General Meeting held on 22 August 2017.

The Board of Directors at its Meeting held on 18 March 2017 had also appointed Mr. Ashok Bhandari as Director in the category of an Independent Director of the Company w.e.f. 18 March 2017. The said Appointment of Mr. Ashok Bhandari as Independent Director was also approved by the shareholders in the Annual General Meeting held on 22 August 2017.

I n accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Arvind Kajaria shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.

b. Declaration by Independent Directors

The Independent Directors of the Company have given a declaration confirming that they continue to meet with the criteria of the independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 as further amended by the Companies Amendment Act, 2017 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There has been no change in the circumstances which may affect their status as Independent director during the year.

c. company''s Policy on Director''s appointment and remuneration

The Board has as per the recommendation of the Nomination and Remuneration Committee, framed a policy on selection and appointment of Directors and Senior Managerial personnel and their remuneration. The details of said policy are given in the Corporate Governance Report which forms part of this Annual Report.

achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

payment of remuneration / commission to directors from holding or subsidiary companies

None of the managerial personnel i.e. Managing Director and Whole-time Director of the Company are in receipt of remuneration/ commission from the Subsidiary Companies of the Company.

auditors AND reports:

The matters related to Auditors and their Reports for the year ended 31 March 2018 are as under:-

a. observations of statutory Auditors on Accounts for the Year ended 31 March 2018:

There are no observations of the Statutory Auditors in their report for the financial year ended 31 March 2018.

b. secretarial Audit Report:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates the Company to obtain a Secretarial Audit Report in the Form MR-3 from a Practicing Company Secretary. M/s. Rathi and Associates, Company Secretaries had been appointed as Secretarial Auditors to issue Secretarial Audit Report for the financial year 2017-18. Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2017-18 forms part of this report.

c. Auditors:

The Auditors, Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the 21^st Annual General Meeting held on 08 September 2016, for consecutive term of 5 (five) years i.e. to hold office up to the conclusion of the 26^th Annual General Meeting of the Company. As per Companies Amendment Act, 2017, henceforth, ratification of the Appointment of Auditor is not required in the every Annual General Meeting during their tenure.

d. Fraud Reporting:

During the year under review, there were no serious frauds..

extract of annual return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of Annual Return in the prescribed format for the financial year ended 31 March 2018 is attached as Annexure II which forms part of this Report.

conservation of energy, technology absorption AND foreign exchange EARNINGS AND ouTGo

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the

Policies framed by the Committees / Board pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the Company''s Website www.itlindia.com.

poLiciEs a. Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company have pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

b. Risk Management Policy

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

annual evaluation of directors, committee and board

A statement indicating the manner for evaluation of performance of the Board, its committees and individual Directors is stated in the Corporate Governance Report forming part of this Annual Report.

INTERNAL CONTROL SYSTEMS

management''s discussion and analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis which is attached and forms part of this Report.

corporate governance report

The Company has laid down Code of Conduct to which the board and senior management have affirmed compliance. The Code is displayed on the official website of the Company at www.itlindia.com.

The Company has complied with the provisions of Corporate Governance requirements, as stipulated under Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5. A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from a Practicing Company Secretary pursuant to the said Regulation is attached with the Corporate Governance Report.

acknowledgements and appreciation

Your Directors take this opportunity to place on its gratitude to customers, shareholders, suppliers, bankers, business partners/ associates and financial institutions for their consistent support and encouragement to the Company.

Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III which forms part of this Report.

annual report on corporate social responsibility

Pursuant to Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was not required to spend any amount towards Corporate Social Responsibility activities.

The Annual Report on CSR as required to be disclosed under the above mentioned rules for the Financial Year 2017-18 is attached to this report as Annexure IV.

particulars of employees AS per section 197 read with rule 5 of the companies (appointment & remuneration of managerial personnel) rules, 2014

The information required pursuant to Section 197 read with Rule

5 (1) and 5 (2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure V.

disclosures under the sexual harassment of women at workplace (prevention, prohibition and REDRESSAL) act, 2013

The Company has taken sufficient measures and adopted a policy in terms of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. During the year under review, no complaints in relation to sexual harassment at workplace have been reported.

For and on behalf of the Board

arvind kajaria sharad kajaria

Place : Kolkata Managing Director Whole-time Director

Date : 28 May 2018 (DIN No. 00106901) (DIN No. 00108036)

REGISTERED OFFICE: CIN: L24133MH1996PLC197857

A-502, Prathamesh,

Raghuvanshi Mills Ltd. Compound,

Senapati Bapat Marg,

Lower Parel (W),

Mumbai - 400 013

Tel: 022 4004 0008

Fax: 022 2490 3123

Email: intrasoft@itlindia.com

Website: www.itlindia.com

Mar 31, 2017

To The Shareholders IntraSoft Technologies Limited

We are pleased to present the Twenty Second Annual Report of IntraSoft Technologies Limited (âthe Company") together with the Audited Financial Statements for the financial year ended 31 March 2017.

Financial Statements & Results

a. Financial Results:

The consolidated and standalone performance during the year ended 31 March 2017 as compared to the previous financial year, is summarized below:

Consolidated Financials

Amount (Rs. in Lacs)

Particulars	2016-17	2015-16
Total Income	94,646.32	72,147.78
Profit before Interest, Depreciation and Exceptional Income	2,501.19	1,302.37
Less: Finance Cost	355.53	237.05
Depreciation	18744	159.55
Profit before Tax and Exceptional Income	1,958 22	905.77
Exceptional Income	-	3,44112
Profit before Tax	1,958 22	4,346 89
Less Provision for Income Tax	578 47	196 20
Profit after Tax	1,379 75	4,150 69

On Standalone basis, Total Income of the Company recorded atRs.1925.55 Lacs in FY 2016-17 againstRs.3289.04 Lacs in FY 2015-16. EBITDA is recorded atRs.631.19 Lacs in FY 2016-17 againstRs.952.24 Lacs in FY 2015-16. PBT is recorded atRs.437.76 Lacs againstRs.4059.44 Lacs in FY 2015-16 ( with Exceptional Income ofRs.3441.12 Lacs). The net profit for the financial year under review isRs.401.66 Lacs as compared toRs.3973.96 Lacs of the previous financial year.

b. Business:

1. The performance of the Company and its subsidiaries during the financial year 2016-17 was remarkable. Our total consolidated income for the financial year under review isRs.946,46.32 Lacs as compared toRs.721,47.78 Lacs in the previous financial year, registering a growth of 31% . The consolidated net profit for the financial year under review isRs.13,79.75 Lacs as compared toRs.4,150.69 Lacs in the previous financial year.

123Stores, the online e-commerce business, maintained the growth momentum and is the major revenue generator for the group and witnessed tremendous growth and improvement in all the parameters. Year 2016 was yet another record year for e-commerce in United States and consumers continued to shift their sizable amount of the retail spending towards Internet and Online purchases. In the year 2016, Online retail sales in United States grew 15.6% year-on-year as compared to barely 2.6% in the case of sales from physical stores. We grew by approximately 50% during the calendar year 2016 in United States as compared to overall 22% growth for Web only retailers increasing our market shares year-on-year basis.

The E-Commerce revenue grew by 31% fromRs.716.87 Lacs in FY 2015-16 toRs.939.01 Lacs in FY 2016-17. During the year, the Company further expanded its catalogue by continuously adding products and suppliers and revenue growth was visible across all products categories and healthy mix of products.

The quarter wise number of orders shipped during the financial year was as follows:

During the year, Our primary focus was a structural improvement to the working capital cycle for the business to scale seamlessly and fully realize the growth potential in long term. And it has been a transformational year for us as we generated more thanRs.3500 Lacs of free cash flows enabling us to move to higher levels of growth. Additionally, we repaid at least 50 % of the working capital loans in United States and are a net debt free company on a consolidated basis. The continued improvement in cash flows also reduced finance costs.

Our proprietary technology platform allows us to scale order volumes with minimal human intervention, enabling cost savings as we grow volumes. Increased levels of automation and process optimizations has increased efficiencies and enabled a double digit gain in employee productivity and also helped improve our Inventory turnover ratio.

There was no change in nature of the business of the Company, during the year under review.

c. Performance of Subsidiaries, Associates and Joint Venture Companies

The Company has three wholly owned subsidiaries and two step down subsidiaries as on 31 March 2017 viz. 123Greetings.com, Inc (USA), Intrasoft Ventures Pte. Ltd (Singapore) & One Two Three Greetings (India) Private Limited (India) wholly owned subsidiaries and 123Stores, Inc (USA), wholly owned subsidiary of Intrasoft Ventures Pte. Ltd (Singapore) and 123Stores E Commerce Private Limited (India), wholly owned subsidiary of 123Stores, Inc. The entire group focuses on the E-Commerce business by consolidating all operations related to E-Commerce and online greeting activities to achieve financial and operational efficiencies.

In accordance with Section 129 of the Companies Act, 2013, consolidated financial statements of the Company along with its subsidiaries have been prepared which forms part of this Annual Report. Further, the performance and financial position of each of the subsidiaries for the year ended 31 March 2017 is attached and marked as Annexure I (FormAOC-1) and forms part of this Report.

Appropriations

a. Dividend

The Board of Directors of the Company has recommended a final dividend ofRs.2/- (20%) (previous yearRs.2/- per equity share) per equity share of face value of Rs.10/- for the financial year 2016-17, which if approved would absorbRs.354.61 Lacs including dividend distribution tax ofRs.59.98 Lacs (Previous yearRs.354.61 Lacs including dividend distribution tax ofRs.59.98 Lacs).

b. Transfer to Reserves

Revision of Financial Statements

There was no revision of the financial statements of the Company pertaining to the previous financial years during the year under review.

Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Act") read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Disclosures under Section 134(3)(l) of the Companies Act, 2013

Disclosure of Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are found adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Disclosure of Orders passed by Regulators or Courts or Tribunal

Your Directors would like to inform that no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and on the Company''s operations in future.

Particulars of Contracts or Arrangement with Related Parties

Your Directors draw attention of the members to Note no. 33 of Standalone financial statements which sets out disclosures on related parties and transactions entered into with the said parties.

Particulars of Loans, Guarantees, Investments and Securities

Full particulars of loans given, investments made, guarantees given and securities provided along with the purposes for which the loans or guarantees or securities are proposed to be utilized by the recipient(s) thereof are provided in Note nos. 13 and 14 of standalone financial statements.

Share Capital

During the year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, disclosures under Section 43(a) (ii) and Section 54(1)(d) of the Companies Act, 2013 read with relevant rules are not required to be furnished. The Company does not have a scheme of ESOP and hence disclosures pursuant to Section 67(3) of the Companies Act, 2013 are also not required to be furnished.

Matters Related to Directors and Key Managerial Personnel:

a. Board of Directors & Key Managerial Personnel

During the year, the tenure of Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Wholetime Director of the Company expired on 31 March 2017. The Board of Directors of the Company at its Meeting held on 18 March 2017, subject to the approval of the shareholders, re-appointed Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Whole time Director of the Company for a further term of 3 (three) years with effect from 1 April 2017.

The Board of Directors at its Meeting held on 18 March 2017 also appointed Mr. Ashok Bhandari as Director in the category of an Independent Director of the Company w.e.f. 18 March 2017. Necessary resolution for seeking approval of members for his appointment in the said office is included in the Notice of Annual General Meeting.

The Board recommends re-appointment of Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Whole-time Director and appointment of Mr. Ashok Bhandari as an Independent Director of the Company.

During the year, Mr. Pranvesh Tripathi was appointed as Company Secretary and Key Managerial Personnel of the Company with effect from 10 May 2016 in place of Mr. Rakesh Dhanuka.

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sharad Kajaria shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.

b. Declaration by Independent Directors

The Independent Directors of the Company have given a declaration confirming that they continue to meet with the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There has been no change in the circumstances which may affect their status as Independent director during the year.

c. Company''s Policy on Director''s appointment and remuneration

The Board has as per the recommendation of the Nomination and Remuneration Committee, framed a policy on selection and appointment of Directors and Senior Management and their remuneration. The details of said policy are given in the Corporate Governance Report which forms part of this Annual Report.

Disclosures Related to Board, Committees and Policies:

a. Board Meetings

The Board of Directors met 7 (Seven) times during the financial year 2016-17 in accordance with the provisions of the Companies Act, 2013 and rules made there under. Detailed information on the Board Meetings is provided in the Corporate Governance Report which forms part of this Annual Report.

b. Director''s Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31 March 2017, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

iv. the annual accounts of the Company have been prepared on a going concern basis;

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

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

c. Committees of the Board

There are four Committees of the Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee. Detailed information on all the Committees is provided in the Corporate Governance Report along with the details of extract from Nomination and Remuneration Policy of the Company with respect to remuneration of Executive Directors, Key Managerial Personnel and other senior employees of the Company. Policies framed by the Committees / Board pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the Company''s Website www.itlindia.com.

Policies

a. Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company have pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a âVigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

b. Risk Management Policy

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

Annual Evaluation of Directors, Committee and Board

A statement indicating the manner for evaluation of performance of the Board, its committees and individual Directors is stated in the Corporate Governance Report forming part of this Annual Report.

Internal Control Systems

Payment of Remuneration / Commission to Directors from Holding or Subsidiary Companies

None of the managerial personnel i.e. Managing Director and Whole-time Director of the Company are in receipt of remuneration/commission from the Subsidiary Companies of the Company.

Auditors and Reports:

The matters related to Auditors and their Reports for the year ended 31 March 2017 are as under:-

a. Observations of Statutory Auditors on Accounts for the Year ended 31 March 2017:

There are no observations of the Statutory Auditors in their report for the financial year ended 31 March 2017.

b. Secretarial Audit Report:

Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2016-17 forms part of this report. As regards the observation made by the Secretarial Auditors for closure of trading window, as given therein none of the designated employees of the Company has traded in the shares of the Company.

c. Appointment of Auditors:

Walker Chandiok & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the 21st Annual General Meeting held on 8 September 2016, for consecutive term of 5 (five) years i.e. to hold office up to the conclusion of the 26th Annual General Meeting of the Company subject to the ratification of appointment by the shareholders in each Annual General Meeting of the Company. Necessary item in the notice of the ensuing Annual General Meeting is included to seek approval of members for ratification of appointment of Walker Chandiok & Co. LLP for the financial year 2017-18.

The said Auditors have furnished to the Company certificate under Section 141 that they are eligible to hold the office of Auditors of the Company and also given their consent to hold the office of Auditors of the Company.

d. Fraud Reporting:

During the year under review, there were no serious frauds.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of Annual Return in the prescribed format for the financial year ended 31 March 2017 is attached as Annexure II which forms part of this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Annual Report on Corporate Social Responsibility

Further, Annual Report on CSR as required to be disclosed under the above mentioned rules for the Financial Year 2016-17 is attached to this report as Annexure IV.

Particulars of Employees as per Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

The information required pursuant to Section 197 read with Rule 5 (1) and 5 (2) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure V.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has taken sufficient measures and adopted a policy in terms of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. During the year under review, no complaints in relation to sexual harassment at workplace have been reported.

Management''s Discussion and Analysis Report

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which is attached and forms part of this Report.

Corporate Governance Report

The Company has laid down Code of Conduct to which the board and senior management have affirmed compliance. The Code is displayed on the official website of the Company at www.itlindia.com.

The Company has complied with the provisions of Corporate Governance requirements, as stipulated under Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from a Practicing Company Secretary pursuant to the said Regulation is attached with the Corporate Governance Report.

Acknowledgements and Appreciation

Your Directors take this opportunity to place on its gratitude to customers, shareholders, suppliers, bankers, business partners/associates and financial institutions for their consistent support and encouragement to the Company.

For and on behalf of the Board

Arvind Kajaria Sharad Kajaria

Managing Director Whole-time Director

(DIN No. 00106901) (DIN No. 00108036)

Place: Kolkata

Date: 24 May 2017

Registered Office: CIN: L24133MH1996PLC197857

A-502, Prathamesh, Raghuvanshi Mills Ltd. Compound,

Senapati Bapat Marg, Lower Parel (W),

Mumbai - 400 013

Tel: 022 2491 2123 Fax: 022 2490 3123

Email: intrasoft@itlindia.com Website: www.itlindia.com

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Twentieth Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

Financial Results

The Company's performance during the year ended 31st March, 2015 as compared to the previous financial year, is summarized below:

(Rs. in lakhs)

Consolidated

Particulars 2014-15 2013-14

Total Income 34,701.59 15,301.27

Profit before Interest and Depreciation 907.12 274.35

Less: Finance Cost 76.00 90.20

Depreciation 146.59 402.11

Profit before Tax 684.53 (217.96)

Less : Provision for Income Tax 88.44 (423.79)

Profit after Tax 596.09 205.83

Add: Balance brought forward 421.61 888.13

Amount available for appropriations 1,017.70 1,093.96

Appropriations

Interim Dividend 147.32 -

Proposed Final Dividend 147.32 147.32

Dividend Tax on Interim and Final dividend 59.44 25.03

Additional Depreciation as per Companies Act, 2013 49.34 -

Transferred to General Reserve - 500.00

Balance carried to Balance Sheet 614.28 421.61

Standalone

Particulars 2014-15 2013-14

Total Income 3,473.32 2,317.78

Profit before Interest and Depreciation 776.48 204.40

Less: Finance Cost 59.30 33.26

Depreciation 137.68 394.51

Profit before Tax 579.50 (223.37)

Less : Provision for Income Tax 78.03 (427.92)

Profit after Tax 501.47 204.55

Add: Balance brought forward 426.30 894.10

Amount available for appropriations 927.77 1,098.64

Appropriations

Interim Dividend 147.32 -

Proposed Final Dividend 147.32 147.32

Dividend Tax on Interim and Final dividend 59.44 25.03

Additional Depreciation as per Companies Act, 2013 49.33 -

Transferred to General Reserve - 500.00

Balance carried to Balance Sheet 524.36 426.30

Business

The financial results during the year under review reflect the outstanding performance of the Company and its subsidiaries compared to year-on-year basis. The total consolidated income for the financial year under review is Rs. 34,701.59 lakhs compared to Rs. 15,301.27 lakhs of the previous financial year, registering a growth of 127%. The consolidated net profit for the financial year under review is Rs. 596.09 lakhs as compared to Rs. 205.83 lakhs of the previous financial year. The total standalone income stood at Rs. 3,473.32 compared to Rs. 2,317.78 lakhs of the previous financial year, registering a growth of more than 49 %. The Company's net profit for the year under review was amounted to Rs. 501.47 lakhs as compared to Rs. 204.55 lakhs of the previous financial year.

123Stores, the online e-commerce business the major revenue generator witnessed good growth. Orders shipped during the financial year were 7.73 Lakhs as against 2.54 Lakhs orders in the previous financial year registering a growth of 204% in orders, averaging approximately 2,118 orders/ day. The Company was ranked as the 392nd largest Online Retailer in the US as per Internet Retailer's Top 500 Guide, improvement in position from #499 in last financial year.

123Greetings.com continued to see increased Mobile Application usage year on year with more than 10-fold increase in the number of cards sent, from 0.93 Lakh in 2013-14 to 9.59 Lakhs during FY2014-15.

Your Company is continuously investing in efforts to better understand customers and improve products to meet their expectations. New products are also being introduced to stay ahead of competition. These initiatives involve complex analytics and research on customer behaviour and strengths of competing products. The industry has become very dynamic and first movers continue to gather more traffic share and business. This translates into continuous internal investments, particularly in human capital. Further, consumer preferences are evolving at a rapid pace and to succeed in this industry it is imperative to regularly innovate and meet the ever changing expectations on the customer. Your Company always endeavours to meet the customer requirements. The Company expects much better growth in the coming future.

There was no change in nature of the business of the Company, during the year under review.

Subsidiary Companies

The Company has its three wholly owned subsidiaries viz 123Greetings.com, Inc (USA), Intrasoft Ventures Pte. Ltd [Formerly known as 123Greetings (Singapore) Pte Ltd (Singapore)]& One Two Three Greetings (India) Private Limited (India). To increase the focus on the growing E-commerce business, a step-down subsidiary named as 123Stores, Inc (USA) was incorporated during the year under review, which is wholly owned subsidiary of Intrasoft Ventures Pte. Ltd (Singapore).

The performance and financial position of each of the subsidiaries for the year ended 31st March 2015 is attached and marked as Annexure I and forms part of this Report.

Dividend

Your Directors would like to inform that considering the robust growth vis-a-vis improvements in financial position in January 2015, the Board of Directors declared and paid an interim dividend of Rs. 1/- (10 %) per share. Further, your directors are pleased to recommend a final dividend of Rs. 1/- (10 %) per share. The total dividend for the financial year 2014-15 would accordingly be Rs. 2/- (20 %) per share. The total outgo towards dividend for the financial year amounts to Rs. 3,54,07,900/- including dividend distribution tax of Rs. 59,44,544/-.

Transfer to Reserves

The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried to the Profit and Loss account.

Revision of Financial Statement

There was no revision of the financial statements for the year under review.

Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Disclosures Under Section 134(3)(i) of The Companies Act, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

Disclosure of Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Disclosure of Orders Passed By Regulators or Courts or Tribunal

Your directors would like to inform that no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

Particular of Contracts or Arrangement 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 as material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link http://itlindia.com/investors/other-information.html

Your Directors draw attention of the members to Note no. 2.30 of Standalone financial statement which sets out disclosures on related parties and transactions entered into during the financial year under review with the said parties, if any.

Particulars of Loans, Guarantees, Investments and Securities

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient(s) are provided Note 2.16 of standalone financial statement.

Disclosure under Section 43(a)(ii) of The Companies Act, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 54(1)(d) of The Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 62(1)(b) of The Companies Act, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 67(3) of The Companies Act, 2013

During the year under review, there were no instances of non- exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

Matters Related to Directors and Key Managerial Personnel:

Board of Directors & Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sharad Kajaria, Whole-time Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his appointment.

Pursuant to the requirement of Section 203 of the Companies Act, 2013, Mr. Mohit Kumar Jha, Finance Head of the Company was appointed as Key Managerial Personnel designated as Chief Financial Officer of the Company.

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

Company's policy on Director's appointment and remuneration

The Board has as per the recommendation of the Nomination and Remuneration Committee, framed a policy on selection and appointment of Directors and Senior Management and their remuneration. The details of said policy are given in the Corporate Governance Report forming part of this Annual Report.

Disclosures Related to Board, Committees and Policies:

Board Meetings

The Board of Directors met six times i.e. on 29th May, 2014, 30th June, 2014, 31st July, 2014, 27th October, 2014, 5th November, 2014 and 27th January, 2015 during the financial year ended 31st March 2015. More details on the Board Meeting are provided in the Corporate Governance Report forming part of this Annual Report.

Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

* in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

* such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for that year;

* proper and sufficient care was taken 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;

* the annual accounts of the Company have been prepared on a going concern basis;

* internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Committees of the Board

There are four Committees of the Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. More details on all the Committees are provided in the Corporate Governance Report forming part of this Annual Report. Various policies framed by the Committees / Board pursuant to the applicable provisions of the Companies Act, 2013 and Listing Agreement are available on the Company's Website at the web link; http:// itlindia.com/investors/other-information.html

Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

Risk Management Policy

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses,and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

Annual Evaluation of Directors, Committee and Board

A statement indicating the manner for evaluation of performance of the Board and its committee, individual Directors is stated in the Corporate Governance Report forming part of this Annual Report.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Financial Statement are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Payment of Remuneration / Commission to Directors from Holding or Subsidiary Companies

None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Companies of the Company.

Auditors and Reports:

The matters related to Auditors and their Reports are as under:

Observations of Statutory Auditors on Accounts for the Year Ended 31st March 2015

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Secretarial Audit Report for the Year Ended 31st March 2015

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s Rathi and Associates, Company Secretaries has been appointed as Secretarial Auditors to issue Secretarial Audit Report for the financial year 2014-15.

Secretarial Audit Report issued by M/s Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2014- 15 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Appointment of Auditors

Pursuant to the provisions of Section 139 of the Companies Act,2013 and the Companies (Audit and Auditors) Rules, 2014, M/s K. N. Gutgutia, Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. The Auditors have furnished to the Company certificate under Section 139 of the Act to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company and also their consent to hold the office of Auditors of the Company. The Board recommends the appointment of M/s K. N. Gutgutia, Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Notice of AGM for seeking your approval.

Extract Of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure II which forms part of this Report.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III which forms part of this Report.

Annual Report on Corporate Social Responsibility

Pursuant to Section 135 and Companies (Corporate Social Responsibility Policy) Rules, 2014 of the Companies Act, 2013, Annual Report on CSR is attached to this report as Annexure IV.

Management's Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management's Discussion and Analysis which is attached and forms part of this Report.

Corporate Governance

The Company is committed to uphold the values of transparency, integrity, accountability and ethical corporate citizenship across all its business activities. This commitment lays down the foundation of its governance practices which focus on creating sustainable value for the stakeholders.

The Company has laid down Code of Conduct to which the board and senior management have affirmed compliance. The Code is displayed on the official website of the Company at www.itlindia.com.

The Company has complied with the provisions of Corporate Governance requirements, as stipulated under Clause 49 of the Listing Agreement. A separate section on Corporate Governance forming part of the Directors' Report and the certificate from a Practicing Company Secretary confirming the compliance of Corporate Governance requirements is attached with the Corporate Governance Report.

Acknowledgements and Appreciation

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board

Place: Kolkata Arvind Kajaria Sharad Kajaria Date: 27th May, 2015 Managing Director Whole-time Director (DIN No. 00106901) (DIN No. 00108036)

Registered Office:

CIN: L24133MH1996PLC197857 A-502, Prathamesh, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel (W), Mumbai - 400 013 Tel: 022 2491 2123 Fax: 022 2490 3123 Email: intrasoft@itlindia.com Website: www.itlindia.com

Mar 31, 2014

Dear Members,

The Board of Directors take pleasure in presenting the Nineteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014.

Financial Results

Your Company''s performance during the year as compared with the previous year is summarized below.

(Rs. in Lacs)

Consolidated Standalone Particulars 2013-14 2012-13 2013-14 2012-13

Total Income 15,301.27 9,123.10 2,317.78 1,899.03

Profit before Interest 274.35 901.58 204.40 846.57 and Depreciation

Less: Finance Cost 90.20 69.62 33.26 22.12

Depreciation 402.11 704.73 394.51 698.61

Profit before Tax (217.96) 127.23 (223.37) 125.84

Less : Provision for (423.79) (178.10) (427.92) (181.83) Income Tax

Profit after Tax 205.83 305.33 204.55 307.67

Add: Balance brought 888.13 2,755.16 894.10 2,758.79 forward

Amount available for 1,093.96 3,060.49 1,098.64 3,066.46 appropriations

Appropriations:

Proposed Final Dividend 147.32 147.32 147.32 147.32

Dividend Tax 25.03 25.04 25.03 25.04

Transferred to General 500.00 2000.00 500.00 2000.00 Reserve

Balance carried to 421.61 888.13 426.30 894.10 Balance Sheet Business

During the financial year under review, the Company achieved total consolidated income of Rs. 15301.27 lacs as against Rs. 9123.10 lacs in the previous year, registering a growth of more than 67%. The Company''s consolidated net profit for the year under review was Rs. 205.83 lacs as compared to Rs. 305.33 lacs of the previous financial year. Profit after Tax (PAT) during the year was lower due to cost escalation in General, Administrative and Employee Cost and additional cost incurred to upgrade the system and software to remain competitive and providing better and faster facilities to customers. These expenses were necessary keeping in view the future growth prospect in terms of revenues and profits.

The investments made by the Company in the backend software and systems have yielded the anticipated results. As the Company continued to invest deeper into the services on a daily basis, the revenues and profits is expected to grow in coming years.

123Greetings Store, the online gifting e-commerce business, witnessed tremendous growth. During the year 256,144 orders were shipped compared to 167,693 orders in the last financial year registering a growth of 53 %, averaging approximately 702 orders/ day.

123Greetings Store has also expanded its operations in terms of number of products being offered and in terms of number of vendors listed on the approved list of Vendors. As on 31st March, 2014, product catalog had 129,129 products, which were listed at 554,397 places across its website & other marketplaces. The Company had an active base of 975 vendors as compared to 456 vendors in FY 2012-13.

123Invitations.com is one of the best sites for sending free online invitations to loved ones. The site has wonderful collections of invitations for every occasion like birthday, anniversary, baby shower, Thanksgiving etc. 123invitations.com lets you create your event''s homepage, invite your friends and to organize your guest list. The site is easy to use and gaining popularity among the users.

123Greetings Studio allows the artist to register and make e-greetings for the site. Artist from all over the world are getting registered and share their artwork, the best one are uploaded on the Company''s website for the free usage of end users. The content crowd-sourcing platform delivered 7,327 e-cards during the year under review as compared to 2,105 last financial year. 123Greetings Studio, has the total number of registered users at 27,431 as on 31st March, 2014 as compared to 23,643 last financial year.

249.92 lakhs visitors accessed 123Greetings'' website during the year under review via handheld devices as compared to 11378 lakhs in the last financial year, with traffic more than doubling in a year. 123Greetings launched its mobile & tablet apps on iOS and Android platforms. During the year under review over 176,711 ecards were sent using apps by our users. 123Greetings strengthened its technology and content delivery capabilities to serve its mobile website and apps users all the ecards, including flash ecards, to be viewable on handheld devices with ease. 123Greetings ecards business increased its addressable market by growing its regional language content library with 118 new ecards across Russian, Mandarin, Spanish, German and Hindi languages for key holidays and occasions.

123Greetings Connect is a service that improves the sending experience of the user at 123Greeetings.com. The user gets the reminder of upcoming events, birthday, anniversary etc. It allows the user to import, store and access unlimited contacts insider the address book allowing to send ecards at the click of the button. The total number of registered users stands at 2,333,233 as on 31st March, 2014, notching a growth of 11 % YoY.

Technology is getting advance day-by-day at faster pace, so to keep the technology infrastructure at par, your Company keeps reviewing its operations & existing activities, the management reviewed the entire IT resources of the Company as did in the last financial year. Based on technical assessment, Management found that certain IT resources had outlived their utility and had been rendered obsolete due to changes in technology. Management decided to write off these IT resources amounting to Rs. 1,810 lacs as an exceptional item as these software resources would not be contributing to future revenues. As the write off would be of a non-cash nature, this would not have any impact on cash flows.

In accordance with the Accounting Standard on Consolidated Statements (AS-21), the audited Consolidated Financial Statements is attached and forms part of this Annual Report.

Subsidiary Companies

The Company has three wholly owned subsidiaries viz 123Greetings.com, Inc (USA), 123Greetings (Singapore) Pte Ltd (Singapore) and One Two Three Greetings (India) Private Limited (India).

Dividend

Considering the Company''s performance during the financial year, dividend policy of the Company and to appropriately reward the members while conserving the resources to meet the future requirements, the Board of Directors recommends Dividend of Rs. 1 Equity Share (10%) for the financial year 2013-14 (Previous year Rs. 1 per Equity Share i.e. 10%).

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis which is attached and forms part of this Report.

Corporate Governance

The Company is committed to uphold the values of transparency, integrity, accountability and ethical corporate citizenship across all its business activities. This commitment lays down the foundation of its governance practices which focus on creating sustainable value for the stakeholders.

The Company''s board has laid down Code of Conduct to which the board and senior management have affirmed compliance. The Code is displayed on the official website of the Company at www.itlindia.com.

The Company has complied with the provisions of Corporate Governance requirements, as stipulated under Clause 49 of the Listing Agreement. A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from a Practicing Company Secretary confirming the compliance of Corporate Governance requirements along with declaration pursuant to Clause 49(I)(D) of the Listing Agreements issued by the Managing Director are attached with the Corporate Governance Report.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief confirm that:

* In the preparation of Annual Accounts for the financial year 2013-14, the applicable Accounting Standards have been followed and there were no material departures;

* 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 of the Company for the financial year.

* Proper and sufficient care have been taken 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;

* The Annual Accounts for the year ended 31st March, 2014 are prepared on a going concern basis.

Directors

The tenure of Mr. Arvind Kajaria as Managing Director and Mr. Sharad Kajaria as Whole-time Director has come to an end on 31st March, 2014. Subject to approval of the shareholders, the Board of Directors at its meeting held on 14th February, 2014 and as per the recommendation of Remuneration Committee, re-appointed the said managerial personnel for the period of 3 (three) years w.e.f. 1st April, 2014. As per Section 152 of the Companies Act, 2013 Independent Directors of the Company shall not be considered for determining the period of office of directors who are liable to retire by rotation. Hence, the office of Mr. Arvind Kajaria, Managing Director and Mr. Sharad Kajaria, Whole-time Director was changed to liable to retire by rotation to comply with the provisions of the Act. Accordingly, Mr. Arvind Kajaria, Managing Director retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

As per Companies Act, 2013, 1/3rd of the Company''s board strength should comprise of Independent Directors to be appointed pursuant to Schedule IV of the said Act. Accordingly, Mr. Rupinder Singh and Mr. Anil Agrawal are to be appointed as Independent Directors not liable to retire by rotation. The Company has received respective notice under Section 160 of the Companies Act, 2013 from them proposing their candidature for the directorship of the Company. The Board recommends their appointment as Independent Directors for a term of five years.

In order to comply with the provisions of Section 149 of the Companies Act, 2013 to have atleast one woman director on the Board, Mrs. Savita Agarwal was appointed as additional director categorized as Independent Director of the Company w.e.f. 30th June, 2014 and shall hold office upto the date of ensuing Annual General Meeting. It is proposed to appoint Mrs. Savita Agarwal as an Independent Director for a term of five years. The Company has received notice from her under Section 160 of the Companies Act, 2013 proposing her candidature for the directorship of the Company. The Board recommends her appointment as Independent Director for a term of five years.

The Company has received declarations from all the directors of the Company, except executive directors, confirming that they meet with the criteria of Independence as prescribed under the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the stock exchanges.

Mr. Vishal Agarwal, director of the Company tendered his resignation from the Board of Directors of the Company w.e.f. 30th June, 2014 due to other occupation. The Board places on record a sincere thanks to Mr. Vishal Agarwal for his valuable contribution to the Board of the Company by his vast knowledge and experience.

Auditors

M/s. K. N. Gutgutia & Co., the Statutory Auditors of the Company will hold office till the ensuing Annual General Meeting. As per provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, an audit firm can be appointed as Statutory Auditors of the Company only for two terms each term consisting of five consecutive years. Further, the audit firm which has been occupying the office of auditors of the Company for more than seven years prior to implementation of the Companies Act, 2013, are eligible to hold office for additional three years only.

M/s. K. N. Gutgutia & Co., the Statutory Auditors of the Company who has already served as auditors of the Company for more than seven years are eligible to hold office of auditors for three years as per provisions of Section 139 of the Companies Act, 2013. Accordingly, M/s. K. N. Gutgutia, Statutory Auditors of the Company who hold office until the conclusion of the ensuing Annual General Meeting, is proposed to be re-appointed as Statutory Auditors of the Company for the financial year 2014-15. The said Auditor have given a written consent and also issued Certificate pursuant to Section 139 of the Companies Act, 2013.

Auditors'' Observations

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Public Deposits

During the year under review, the Company had neither accepted nor renewed any deposit from public within the meaning of Section 58A of the Companies Act, 1956

Conservation of Energy, Research & Development, Technology absorption, Foreign exchange Earnings and Outgo

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure and forms part of this report.

Particulars as per Section 217(2A) of Companies Act, 1956

As per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, none of the employees of the Company has drawn remuneration of Rs. 60 lacs or more if employed throughout the financial year or Rs. 5 lacs or more per month, if employed for a part of the financial year.

Acknowledgements

Your Directors take this opportunity to thank the shareholders, vendors, customers, bankers, business associates and others for their consistent support to the Company. Your Directors wish to place on record sincere appreciation to all the employees of the Company for their dedication, hard work and commitment.

For and on behalf of the Board

Place: Kolkata Arvind Kajaria Sharad Kajaria Date: 30th June, 2014 Managing Director Whole-time Director

Mar 31, 2013

Dear Shareholders,

The Board of Directors take pleasure in presenting the Eighteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013:

Financial Results

Your Company''s performance during the year as compared with the previous year is summarized below

(Rs.in Lacs) Consolidated Standalone Particulars 2012-13 2011-12 2012-13 2011-12

Total Income 9,123.10 7,191.94 1,899.03 2,698.75

Proft before Interest and Deprecia- 901.58 1,913.48 846.57 1,872.71 tion

Less: Finance Cost 69.62 46.73 22.12 18.03

Depreciation 704.73 277.03 698.61 272.60

Proft before Tax 127.23 1,589.72 125.84 1,582.08

Less: Provision for Income Tax (178.10) 491.00 (181.82) 488.94

Proft after Tax 305.33 1,098.72 307.66 1,093.14

Add: Balance brought forward 2,755.16 1,827.66 2,758.79 1,836.87

Amount available for appropriations 3,060.49 2,926.38 3,066.45 2,930.01

Appropriations:

Proposed Final Dividend 147.32 147.32 147.32 147.32

Dividend Tax 25.04 23.90 25.04 23.90

Transferred to General Reserve 2,000.00 0.00 2,000.00 0.00

Balance carried to Balance Sheet 888.13 2,755.16 894.09 2,758.79

Business

During the fnancial year under review, the Company achieved total consolidated income of Rs. 9123.10 lacs as against Rs. 7191.94 lacs in the previous year, registering a growth of 26.8%. The Company''s consolidated net proft for the year under review was Rs. 305.33 lacs in the current year as compared to Rs. 1098.72 lacs of the previous fnancial year. Proft after Tax (PAT) during the year was lower compared to previous fnancial year due to higher depreciation charged on account of investments made in technology infrastructure, purchase of corporate offce and other tangible assets and increase in all round expenses to maintain business operations. Your Company has invested in technology infrastructure to strengthen its proprietary backend software & systems. These investments have started generating revenues and expected to further generate revenues in the coming fnancial years.

123Greetings Store, the online gifting e-commerce business, witnessed tremendous growth. During the year 167,693 orders were shipped compared to 128,500 orders in the last fnancial year registering a growth of 30.5%, averaging approximately 459 orders/day.

123Greetings Store has also expanded its operations in terms of number of products being offered and in terms of number of vendors listed on the approved list of Vendors. During the FY 2012-13, 324,863 products were listed on its websites and various market places. The Company had an active base of 456 vendors as compared to 217 vendors in FY 2011-12.

123Greetings E-cards launched its mobile site located at http://m.123greetings.com. The site has been well received by the users and we have seen traction from the day of the launch itself. We will continue to invest in the product and aim to have ubiquitous presence across devices and platforms. Also a new feature "Send Another Card" was inducted on the site to facilitate the users to send more greetings at the click of a button without navigating to another page.

123Greetings Connect, a value added service saw the total number of registered users at 2,110,573 as on 31st March, 2013, notching a growth of 21.8% YoY.

123Greetings Studio, saw the total number of registered users at 23,643 as on 31st March, 2013 as compared to 15,461 last fnancial year.

As part of the on-going review of operations & existing activities, the management reviewed the entire software resources of the Company. Based on technical assessment, Management found that certain software resources had outlived their utility and had been rendered obsolete due to changes in technology. Management decided to write off these software resources amounting to Rs. 1,498 lacs as an exceptional item as these software resources would not be contributing to future revenues. As the write off would be of a non-cash nature, this would not have any impact on cash fows.

In accordance with the Accounting Standard on Consolidated Statements (AS-21), the audited Consolidated Financial Statements is attached and forms part of this Annual Report. These statements have been prepared on the basis of fnancial statements received from the subsidiaries as approved by their respective boards.

Subsidiary Companies

The Company has three wholly owned subsidiaries viz 123Greetings.com, Inc (USA), 123Greetings (Singapore) Pte Ltd (Singapore) and One Two Three Greetings (India) Private Limited (India).

Dividend

Considering the Company''s performance during the fnancial year, dividend policy of the Company and to appropriately reward the members while conserving the resources to meet the future requirements, the Board of Directors recommends Dividend of Rs. 1 per Equity Share (10%) for the fnancial year 2012-13 (Previous year Rs. 1 per Equity Share i.e. 10%).

Management''s Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis which is attached and forms part of this Report.

Corporate Governance

The Company is committed to uphold the values of transparency, integrity, accountability and ethical corporate citizenship across all its business activities. This commitment lays down the foundation of its governance practices which focus on creating sustainable value for the stakeholders.

The Company''s board has laid down Code of Conduct to which the board and senior management have affrmed compliance. The Code is displayed on the offcial website of the Company at www.itlindia.com.

The Company has complied with the provisions of Corporate Governance requirements, as stipulated under Clause 49 of the Listing Agreement. A separate section on Corporate Governance forming part of the Directors'' Report and the certifcate from a Practicing Company Secretary confrming the compliance of Corporate Governance requirements along with declaration pursuant to Clause 49(I)(D) of the Listing Agreements issued by the Managing Director are attached with the Corporate Governance Report.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief confrm that:

- In the preparation of Annual Accounts for the fnancial year 2012-13, the applicable Accounting Standards have been followed and there were no material departures;

- 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 fnancial year and of the proft of the Company for the fnancial year.

- Proper and suffcient care have been taken 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;

- The Annual Accounts for the year ended 31st March, 2013 are prepared on a going concern basis.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Anil Agrawal and Mr. Amit Ruia shall retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

Auditors

M/s. K. N. Gutgutia & Co., the Statutory Auditors of the Company hold offce until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them as Statutory Auditors for the fnancial year 2013-14. The retiring Auditors have furnished a certifcate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue in the said offce.

Auditors'' Observations

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

IPO Utilization

In 2010, the Company had raised Rs. 5365 lacs through Initial Public Offer (IPO) under Book Building Process. As on 31st March, 2013, the IPO proceeds have been fully utilized for the "Objects of the Issue" and amendments thereof as approved by the shareholders. The details of the usage of IPO proceeds are shown in the Corporate Governance Report forming part of this Annual Report.

In accordance with the Listing Agreement, the utilization of Issue proceeds has also been disclosed in the Quarterly Financial Results published by the Company.

Public Deposits

During the year under review, the Company had neither accepted nor renewed any deposit from public within the meaning of Section 58A of the Companies Act, 1956.

Conservation of Energy, Research & Development, Technology absorption, Foreign ex- change Earnings and Outgo

The particulars prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure and forms part of this report.

Particulars as per Section 217(2A) of Companies Act, 1956

As per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, none of the employees of the Company has drawn remuneration of Rs. 60 lacs or more if employed throughout the fnancial year or Rs. 5 lacs or more per month, if employed for a part of the fnancial year.

Acknowledgements

Your Directors take this opportunity to thank the shareholders, vendors, customers, bankers, business associates and others for their consistent support to the Company. Your Directors wish to place on record sincere appreciation to all the employees of the Company for their dedication, hard work and commitment.

For and on behalf of the Board

Place: Mumbai Arvind Kajaria Sharad Kajaria

Date: 28th May, 2013 Managing Director Whole-time Director

Mar 31, 2012

The have the pleasure in presenting the 17th Annual Report of the Company with audited statement of accounts for the year ended 31st March, 2012. The summarized Financial Results are given below:

Financial Results

(Rs. in Lacs)

Consolidated Standalone

Particulars 2011-12 2010-11 2011-12 2010-11

Total Income 7,191.94 4,765.51 2,698.75 2,423.02

Profit before Interest and Depreciation 1,913.48 1,445.86 1,872.71 1,431.95

Less: Interest 46.73 9.19 18.03 7.50

Depreciation 277.03 215.54 272.60 211.04

Profit before Tax 1,589.72 1,221.12 1,582.08 1,213.41

Less: Provision for Income Tax 491.00 213.44 488.94 212.20

Profit after Tax 1,098.72 1,007.69 1,093.14 1,001.21

Add: Balance brought forward 1,827.66 1,128.36 1,836.87 1,144.05

Amount available for appropriations 2,926.38 2,136.05 2,930.01 2,145.26

Appropriations:

Interim Dividend - 147.31 - 147.31

Proposed Final Dividend 147.32 73.66 147.32 73.66

Dividend Tax 23.90 36.42 23.90 36.42

Transferred to General Reserve - 51.00 - 51.00

Balance carried to Balance Sheet 2,755.16 1,827.66 2,758.79 1,836.87

Business

In a span of 17 years since its inception, IntraSoft Technologies Ltd. has grown rapidly to attain leadership position in the global e-card Industry. With increased absorption of newer technologies, internet as a necessity is poised for significant growth. During the year the focus has been to efficiently and effectively utilize technology to create the best online experience. User experience has been continuously enhanced to grow online site traffic, which is critical for business success.

The online gifting E-Commerce business is also growing at a considerable pace with quantum jumps year on year in number of executed sales. This has led to higher revenues from the business. During the year there was a growth in the orders shipped as compared to last year by 126.2%.

During the financial year under review, the Company achieved total consolidated income of Rs. 7,191.94 lacs as against Rs. 4,765.51 lacs in the previous year, registering a growth of 51%. The consolidated net profit grew to Rs. 1,098.72 lacs in the current year as compared to Rs. 1,007.69 lacs in the previous year. The Company's consolidated EPS for the year is Rs. 7.46.

In accordance with the Accounting Standard on Consolidated Statements (AS-21), the audited Consolidated Financial Statements is attached and forms part of this Annual Report. These statements have been prepared on the basis of financial statements received from the subsidiaries, as approved by their respective boards.

Subsidiary Companies

The Company has three wholly owned subsidiaries viz 123Greetings.com, Inc. (USA), 123Greetings (Singapore) Pte. Ltd. (Singapore) and One Two Three Greetings (India) Private Limited (India).

Dividend

Considering the Company's performance during the financial year and to appropriately reward the members while conserving the resources to meet the future requirements, the Board of Directors recommends Dividend of Rs. 1 per Equity Share (10%) for the financial year 2011-12 (Previous year 10% Interim Dividend and 5% Final Dividend).

Management's Discussion and Analysis

A detailed review on the operations, performance and future outlook of the Company and its business given in the Management's Discussion and Analysis is attached and forms part of this Report.

Corporate Governance

The Company is committed to uphold the values of transparency, integrity, accountability and ethical corporate citizenship across all its business activities. This commitment lays down the foundation of its governance practices which focus on creating sustainable value for the stakeholders.

The Company's board has laid down a Code Of Conduct to which the board and senior management have affirmed compliance. The Code is displayed on the official website of the Company at www.itlindia.com.

The Company has complied with the provisions of Corporate Governance requirements, as stipulated under clause 49 of the Listing Agreement. A separate section on Corporate Governance forming part of the Directors' Report and the certificate from a Practicing Company Secretary confirming the compliance of Corporate Governance requirements is attached with the Directors' Report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief confirm that:

- In the preparation of Annual Accounts for the financial year 2011-12, the applicable Accounting Standards have been followed and there were no material departures;

- 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 of the Company for the financial year.

- Proper and sufficient care have been taken 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;

- The Annual Accounts for the year ended 31st March, 2012 are prepared on a going concern basis. Directors

The tenure of Mr. Sharad Kajaria as Whole-time Director of the Company expired on 31st March, 2012. Considering his valuable contribution to the Company, the Board, at its meeting held on 7th February, 2012, has recommended his re-appointment for a fresh tenure of 2 years w.e.f. 1st April, 2012.

Appropriate resolutions seeking approval of shareholders for his re-appointment is appearing in the accompanying Notice of Annual General Meeting of the Company alongwith explanatory statement as required pursuant to Section 173 (2) of the Companies Act, 1956.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rupinder Singh and Mr. Vishal Agarwal shall retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re- appointment.

Mr. Anil Agrawal and Mr. Amit Ruia were appointed as Director in casual vacancy with effect from 30th September, 2010 and 9th March, 2012, in place of Mr. Amitava Ghose and Mr. Deepak Kanabar, respectively. Mr. Anil Agarwal and Mr. Amit Ruia hold office upto the date of ensuing Annual General Meeting in which Mr. Amitava Ghose and Mr. Deepak Kanabar would have retired by rotation if had not resigned.

Notices have been received from Members of the Company under Section 257 of the Companies Act, 1956 signifying Mr. Anil Agrawal and Mr. Amit Ruia as candidates for the office of Director, who have filed their consents to act as Directors of the Company if appointed.

The Directors also place on record their deep appreciation for the valuable contribution made by Mr. Deepak Kanabar during his tenure as a Director of the Company.

Appropriate resolutions seeking approval of shareholders to their appointments are included in the accompanying Notice of Annual General Meeting of the Company.

Auditors

M/s. K. N. Gutgutia & Co., the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them as Statutory Auditors for the financial year 2012-13. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office.

Auditors' Observations

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

IPO Utilization

The Company has, till 31st March 2012 spent Rs. 4,628 lacs for the objects stated in the prospectus of the Company, and as amended subsequently, out of the total proceeds of Rs. 5,365 lacs raised through Initial Public Offering (IPO). The un-utilized fund has been invested in Non-Convertible Debentures and the balance fund is lying in Company's Bank account.

In accordance with the Listing Guidelines, the utilization of Issue proceeds has also been disclosed in the Quarterly Financial Results published by the Company.

Public Deposits

During the year under review, the Company had neither accepted nor renewed any deposit from public within the meaning of Section 58A of the Companies Act, 1956.

Conservation of Energy, Research & Development, Technology absorption,Foreign exchange Earnings and Outgo

The particulars prescribed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure and forms part of this report.

Particulars as per Section 217(2A) of Companies Act, 1956

As per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, none of the employees of the Company has drawn remuneration of Rs. 60 lacs or more if employed throughout the financial year or Rs. 5 lacs or more per month, if employed for a part of the financial year.

Acknowledgements

The Directors wish to place on record their appreciation for the continued support and co-operation by Bankers, Customers and Business Associates and to the Shareholders and Investors for the confidence reposed in the Company's management.

The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution.

For and on behalf of the Board

Place: Kolkata Arvind Kajaria Sharad Kajaria

Date: 16th August, 2012 Managing Director Whole-time Director

Mar 31, 2010

The Directors of Intrasoft Technologies Limited (ITL) take pleasure in presenting the 15th Annual Report on the operations of the Company, together with the audited accounts for the year ended 31st March, 2010.

Financial Results (Rupees in Lakhs)

Consolidated Standalone

Particulars 2009-10 2008-09 2009-10 2008-09

Total Income 3,090.11 2,335.15 1,812.18 1,052.44

Profit before Interest and Depreciation 1,115.55 659.04 1,105.86 636.57

Less: Interest 29.68 6.46 19.57 0.91

Depreciation 181.73 98.41 178.41 94.57

Profit before Tax 904.14 554.17 907.88 541.09

Less : Income Tax Expenses, net (including FBT) 21.30 21.35 19.19 18.29

Profit after Tax 882.84 532.82 888.69 522.80

Add: Balance brought forward 603.20 745.36 613.04 765.22

Amount available for appropriations 1,486.04 1,278.18 1,501.73 1,288.02

Appropriations:

Interim Dividend 110.49 - 110.49 -

Proposed Final Dividend 110.49 - 110.49 -

Dividend Tax 36.70 - 36.70 -

Transferred to General Reserve 100.00 674.98 100.00 674.98

Balance carried to Balance Sheet 1,128.36 603.20 1,144.05 613.04

Earning Per Share (Basic and Diluted in Rs.) 8.00 4.83 8.06 4.74

Financial Review

During the financial year under review, the consolidated net profit grew at 65.69% to Rs.882.84 lakhs in the current year compared to Rs.532.82 lakhs in the previous year. The Companys consolidated EPS for the year is Rs.8.00 as against Rs. 4.83 for the previous financial year. During the financial year 2009-10, the company achieved total consolidated revenues of Rs.3,090.11 lakhs.

Dividend

Considering the performance during the financial year and to appropriately reward the members while conserving the resources to meet the future requirements, the Board of Directors had declared and paid an interim dividend of Rs.0.75/- per Equity Share (7.50%) and the Board recommends a final dividend of Rs.0.75 per Equity Share (7.50%) thus making the total dividend of 15% for the year as against Nil dividend in the previous year.

Shifting of Registered Office of the Company

During the year under review, the Registered office of the Company was shifted from "145, Rash Behari Avenue, 5th Floor, Kolkata - 700029" to "502A, Prathamesh, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013." The Company has obtained necessary approvals from Company Law Board, Eastern Region Bench.

Initial Public Issue

The Company has successfully completed its initial public issue of 3,700,000 Equity Shares of Rs.10/- each fully paid up for cash at a premium of Rs.135/- per equity share. The aforesaid public issue received an overwhelming response and the public issue was oversubscribed by 18.12 times. The High Networth Individual ("HNI") portion was oversubscribed by 17.47 times. The Qualified Institutional Buyers ("QIB") portion was oversubscribed by 21.97 times An aggregate of 3,700,000 Equity Shares of Rs.10/- each fully paid up was allotted under the public issue by the Board of Directors at their Meeting held on 7th April, 2010. Post completion of the public issue, the total paid up equity share capital of the Company is 14,731,678 Equity Shares of Rs.10/- each fully paid up aggregating Rs. 147,316,780. The equity shares of the Company was listed with effect from 12th April, 2010 on National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

The Board of Directors takes this opportunity to thank all the investors for the confidence shown in the Company and its management.

Changes in share capital (Prior to Initial Public Issue)

Conversion of preference shares into equity shares

The Company allotted an aggregate of 255,805 equity shares of Rs.10/- each arising out of conversion of equivalent number of preference shares pursuant to exercise for conversion opted by Intel Capital (Mauritius) Limited, a Foreign Venture Capital Fund.

- Bonus shares

The Company issued an aggregate of 9,455,724 equity shares of Rs.10/- each as Bonus Shares in the ratio of six equity shares for every one equity share held on the record date determined for the purpose.

- Increase in Authorised Share Capital

During the year under review, the authorised share capital of the Company was increased to Rs. 25.25 crores. The un-issued preference shares have been re-classified as equity shares.

Subsidiary Companies

The company has wholly owned subsidiaries viz. 123Greetings.com,Inc. (USA), 123Greetings (Singapore) Pte. Ltd. (Asia) and One Two Three Greetings (India) Private Limited (India).

The Government of India, Ministry of Corporate Affairs, vide its letter dated 30th July, 2010 granted its approval under Section 212(8) of the Companies Act, 1956, exempting the Company from attaching the full text of the financial statements of the subsidiaries of the Company. Pursuant to the said approval, necessary disclosures are made in respect of the said subsidiaries in this Annual Report along with the statement pursuant to Section 212 of the Companies Act, 1956. Any shareholder who wishes to have a copy of the annual accounts and detailed information about the subsidiary company may write to the subsidiary company and/or to the company for the same. The annual accounts of the subsidiary companies will also be kept for inspection by any member at the Registered Offices of the Company and its subsidiaries.

As required by Section 212 of the Companies Act, 1956, the Statement of holding in subsidiaries and Consolidated Accounts pursuant to Accounting Standard (AS 21) issued by the Institute of Chartered Accountants of India, including the financial accounts of the subsidiary companies are forming part of the Annual Report.

Managements Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis and is forming part of the Annual Report.

Corporate Governance

In view of the securities of the Company getting listed with effect from 12th April, 2010 on National Stock Exchange of India Limited and Bombay Stock Exchange Limited, the Code of Corporate Governance became applicable from the aforesaid date. However, your Company has been in the process of institution and adherence of the code of Corporate Governance prior to listing itself. A report on the Corporate Governance for the year ended 31st March, 2010 is attached to this Report. The Certificate from Practising Company Secretaries on Compliance with Corporate Governance requirements by the Company is attached to the report on Corporate Governance.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- The applicable accounting standards have been followed in the preparation of the annual accounts.

ss The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 and the profit of the company for the year ended on that date.

- The Directors have taken appropriate 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; and

- The Directors have prepared the attached Statement of Accounts for the year ended 31st March, 2010 on a going concern basis.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr Amitava Ghose and Mr. Deepak Kanabar, shall retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. The Board of Directors recommends their re-appointment.

During the year under review, Mr. Vishal Agarwal, Mr. Amitava Ghose, Mr. Rupinder Singh and Mr. Deepak Kanabar were appointed as Directors by Shareholders at a duly convened Extra-Ordinary General Meeting held on 15th October, 2009.

During the year under review, Ms. Karuna Kajaria due to her other pre-occupations had tendered resignation from the Board of Directors. Your Directors place on record their deep appreciation for the valuable contribution made by the outgoing Director during her association with the Company.

Fixed Deposits

During the year under review, the company had neither accepted nor renewed any deposit from the public within the meaning of Section 58A of the Companies Act, 1956.

Auditors

M/s K.N. Gutgutia & Co., the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office.

Auditors Comments

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Conservation of Energy, Research & Development, Technology absorption, Foreign exchange Earnings and Outgo

The particulars prescribed under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure - "A" to this report.

Particulars as per section 217(2A) of Companies Act, 1956

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules , 1975, as amended, the names and other particulars of employees are set out in the annexure to the report. However, as per provisions of Section 219(l)(b)(iv) of the said Act, the annual report and accounts are being sent to all members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company at its registered office.

Acknowledgements

The Directors wish to place on record their appreciation for the continued support and co-operation by bankers, customers, business associates, shareholders and investors for the confidence reposed in the Companys management. The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution. Many thanks to the entire team who had rendered their relentless efforts for making the Companys Initial Public Issue a grand success.

For and on behalf of the Board

Arvind Kajaria Sharad Kajaria Managing Director Whole Time Director

Place : Mumbai Date : 11th August, 2010

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