Directors Report of AvenuesAI Ltd.

Mar 31, 2025

Your Directors are pleased to present the 15^th Annual Report of Infibeam Avenues Limited ("the Company" or
"Infibeam") along with the Audited accounts of your Company for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2025 is summarised below:

(Rs. In Million)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
	(FY 2025)	(FY 2024)	(FY 2025)	(FY 2024)
Revenue from Operations	37,265.1	29,612.2	39,925.8	31,502.8
Other Income	481.0	189.5	731.4	248.3
Total Income	37,746.1	29,801.7	40,657.2	31,751.1
Total Expenditure other than Finance Cost, Depreciation and Tax	34,916.0	27,198.5	36,891.8	28,966.2
Operating Profit / (Loss) before Finance Cost, Depreciation, Tax and Exceptional item	2,830.1	2,603.2	3,765.4	2,784.9
Less: Finance Cost	64.8	23.6	82.8	23.7
Less: Depreciation and amortization expenses	535.0	529.5	703.6	666.1
Profit / (Loss) before Tax and Exceptional item	2,230.3	2,050.1	2,979.0	2,095.1
Add: Exceptional Items	-	-	41.9	-
Profit / (Loss) before Tax	2,230.3	2,050.1	3,020.9	2,095.1
Less: Tax	630.3	529.6	721.7	515.9
Profit before share in profit/(Loss) in Associate	1,600.0	1,520.5	2,299.2	1,579.2
Share of profit / (Loss) of Associate	-	-	61.1	-20.2
Profit from continuing operations after tax	1,600.0	1,520.5	2,360.3	1,559.0
Total other comprehensive income for the year, net of tax	37.7	18.9	24.1	59.0
Total comprehensive income/(Expenses) for the period	1,637.7	1,539.4	2,384.4	1,618.0
Add: Balance brought forward from previous year	3,341.1	1,935.1	5,351.8	3,845.4
Add: Adjustment for changes in ownership interests	-	-	1008.5	-
Add : Adjustment on account of reversal of share of loss of associate	-	-	70.1	-
Add / (Less): Share of minority	-	-	-104.9	21.9
Profit available for appropriation	4,978.8	3,474.6	8,709.9	5,485.3
Transfer to General Reserve	-	-	-	-
Excess Losses pertaining to minority	-	-	-	-
Dividend on Equity Shares	138.5	133.5	138.5	133.5
Tax on Dividend	-	-	-	-
Balance carried over to Balance Sheet	4,840.3	3,341.1	8,571.4	5,351.8

Note: Previous year figures have been regrouped or recast wherever necessary to present them more appropriately
with those of the current year.

2. KEY FINANCIALS AS ON MARCH 31, 2025

During the Financial Year 2024-25, gross revenue
from operations on standalone basis significantly
increased by 26% to Rs. 37,265.1 as against Rs.
29,612.2 in the previous year.

Gross revenue from operations on a consolidated
basis also grew significantly by 27% year-on-
year to Rs. 39,925.8 as against Rs. 31,502.8 in the
previous year.

The Company witnessed strong growth in value of
transactions processed (TPV), growth in transaction
volumes and significant increase in merchant
addition across all fintech platforms.

Overall, both Payment and Platform businesses
reported excellent performance in FY 2025. We
have built a strong pipeline of merchants from
whom we expect a good business going forward as
they grow their business through the digital mode.

The Company''s discipline in allocating resources to
key strategic growth areas while optimizing costs
and improving efficiency resulted into a strong
growth in Profit before Tax and Profit after Tax.

The standalone Profit before Tax has increased
for the year by 9% to Rs. 2,230.3 as against Rs.

2.050.1 in the previous year and Profit after Tax
has increased for the year by 5% to Rs. 1,600.0 as
against Rs. 1,520.5 in the previous year.

The consolidated Profit before Tax has increased
for the year by 42% to Rs. 2,979.0 as against Rs.

2.095.1 in the previous year and Profit after Tax
has increased for the year by 51% to Rs. 2,360.3 as
against Rs. 1,559.0 in the previous year.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your
Company for the Financial Year 2024-25 are
prepared in compliance with applicable provisions
of the Companies Act, 2013 ("Act") read with the
Rules made thereunder, applicable Accounting
Standards and the provisions of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as the
"Listing Regulations"). The Consolidated Financial
Statements have been prepared on the basis of
audited financial statements of your Company, its
subsidiaries (including step down subsidiaries)
and associate companies, as approved by their
respective Board of Directors.

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

4. DIVIDEND

In order to conserve resources for business
expansion, your Directors have not recommended
any dividend for the Financial Year 2024-25.

Your Company has formulated a Dividend
Distribution Policy which is disclosed on the
website of the Company and can be accessed at
https://www.ia.ooo/code-of-conduct-policies.

5. TRANSFER TO RESERVES

Your Company does not propose to transfer any
amount to the general reserve during the Financial
Year 2024-25.

6. CHANGE IN THE NATURE OF BUSINESS

Basic nature of business of the Company remains
same and there is no change in business.

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

There were no material changes and commitments
affecting the financial position of your Company
between the end of the Financial Year and date of
this report.

8. SUBSIDIARIES & ASSOCIATE COMPANIES

During the year under review, the following changes
have taken place in subsidiary / associates:

â¢ Your Company has acquired balance 26%
Equity Stake of Infibeam Digital Entertainment
Private Limited ("INDENT"), from its existing
Shareholders. Post-acquisition INDENT
became a Wholly Owned Subsidiary of the
Company.

â¢ Your Company has made an investment
in Rediff.com India Limited ("Rediff.com")
by acquiring 54.05% Equity Stake. Post
investment Rediff.com became a Subsidiary
of the Company.

â¢ Odigma Consultancy Solutions Limited
ceased to be Wholly Owned Subsidiary of
your Company pursuant to sanction of the
Composite Scheme of Arrangement by the
Hon''ble National Company Law Tribunal,
Ahmedabad Bench ("NCLT") vide its order
dated August 29, 2024.

â¢ Your Company has incorporated a Wholly
Owned Subsidiary namely IA Fintech IFSC
Private Limited on August 31, 2024.

â¢ Your Company has incorporated a Wholly
Owned Subsidiary namely Nueromind
Technologies Private Limited on September
30, 2024.

â¢ Dilution of Equity Stake in Nueromind
Technologies Private Limited ("Nueromind")
pursuant to the allotment of fresh Equity
Shares by the Nueromind. Consequently,
Nueromind ceased to be the Wholly Owned
Subsidiary of the Company.

â¢ Your Company has divested its entire
49% stake in Pirimid Technologies Limited
("Pirimid"), Associate of the Company to its
Subsidiary i.e. Rediff.com India Limited. Post
divestment, Pirimid ceased to be an Associate
of the Company.

Pursuant to Section 129 (3) of the Act read with
rules framed thereunder, pursuant to Regulation 33
of the Listing Regulations and Ind - AS 110 issued
by the Institute of Chartered Accountants of India,
Consolidated Financial Statements presented by
the Company include the financial statements of its
subsidiaries and associates.

A separate statement containing the salient features
of the financial performance of the subsidiaries
and associates for the Financial Year 2024-25
in the prescribed form AOC - 1 is annexed to the
Board''s Report as Annexure - A and forms part
of this report. The Audited Consolidated financial
statements together with Auditors'' Report, forms an
integral part of the Annual Report.

The Policy for determining material subsidiaries
is available on the Company''s website i.e. https://
www.ia.ooo/code-of-conduct-policies. The Company
does not have a material subsidiary.

In terms of provisions of Section 136 of Act, separate
audited accounts of the subsidiary Companies
shall be available on website of the Company at
www.ia.ooo. These documents shall also be made
available for inspection by any Member of the
Company at the Registered Office of the Company
during business hours between 11.00 A.M. to 2.00
P.M. on all working days of the Company (Except
Saturday, Sundays and Public holiday) up to the
date of the AGM.

9. CHANGE IN SHARE CAPITAL

During the Financial Year 2024-25, the total Issued
and Paid-Up Equity Share Capital of the Company
increased from Rs. 2,782.00 Million to Rs. 2,789.49
Million pursuant to the allotment of 74,93,216 Equity
Shares.

During the Financial Year 2024-25, after obtaining
necessary approvals, the Company issued and
allotted,

i. 71,40,716 Equity Shares of Re. 1/- each on
October 15, 2024 to its eligible employees
of the Company & its subsidiaries under the
ESOP Scheme(s).

ii. 3,52,500 Equity Shares of Re. 1/- each on
March 19, 2025 to its eligible employees of
the Company & its subsidiaries under the
ESOP Scheme(s).

Consequently, the issued, subscribed and paid up
Equity Share Capital as on March 31, 2025 is Rs.
2,78,94,95,346 divided into 2,78,94,95,346 Equity
Shares of Re. 1/- each.

The Company after the closing of Financial Year
2024-25, after obtaining necessary approvals has
allotted 69,99,85,723 partly paid up equity shares
to all the eligible equity shareholders in the of ratio
of 67 Rights equity share for every 267 equity
shares pursuant to the approval of the Rights Issue
Committee of the Board of Directors at its meeting
held on July 15, 2025. After the Issue the Equity
Share Capital of the Company stood at Rs. 3,489.48
Million.

The Company after obtaining necessary approvals
has issued and allotted 69,39,701 Equity Shares
of Re. 1/- each on August 02, 2025, to its eligible
employees of the Company under the ESOP
Schemes. After the issue, the Equity Share Capital
of the Company stood at Rs. 3,496.42 Million.

10. SCHEME OF ARRANGEMENT

The Hon''ble National Company Law Tribunal,
Ahmedabad Bench has, vide its order dated August
29, 2024 read with Corrigendum to Order passed
on September 13, 2024, sanctioned the Composite
Scheme of Arrangement amongst Infibeam Avenues
Limited ("Demerged Company" / "Transferee
Company" / "the Company"), Odigma Consultancy
Solutions Limited ("Odigma" or "Resulting
Company") and Infibeam Projects Management
Private Limited ("IPMPL" or "Transferee Company")
and their respective shareholders and creditors
under section 230 to 232 of the Companies Act,
2013, and other applicable laws including the rules
and regulations ("Scheme").

The Appointed Date was April 01, 2023 for:

i. the transfer and vesting of the Global Top
Level Domain Undertaking ("Demerged
Undertaking") of Infibeam to Odigma;

ii. the transfer and vesting of the Project
Management Undertaking as a going concern
on slump sale basis by Infibeam to IPMPL.

The Scheme became effective upon filing of
certified copy of the order with the Registrar of
Companies (RoC) on September 14, 2024. The
Record Date was set as September 11, 2024 for the
purpose of determining the eligible shareholders of
Infibeam for allotment of Equity Shares of Odigma
pursuant to the Scheme. The Equity Shares of
Odigma have been listed and admitted for trading
on both the Stock Exchanges i.e. BSE Limited via
Scrip Code: 544301 and NSE via Symbol: ODIGMA
w.e.f December 12, 2024.

11. DEPOSITS

During the year under review, your Company has
not accepted any public deposits within the ambit
of Section 73 read with Companies (Acceptance
of Deposits) Rules, 2014 made under Chapter V of
the Act and any other provisions of the Act, read
with rules made there under. As on March 31, 2025,
there were no deposits lying unpaid or unclaimed.

12. RE-CLASSIFICATION OF PROMOTER/PROMOTER
GROUP TO PUBLIC

During the year under review, the Company has
received reclassification request from Mr. Malav
Mehta for reclassification of Mr. Malav Mehta,
Ms. Anoli Mehta and Malav Ajitbhai Mehta HUF
from ''promoter/promoter group'' category of the
Company to ''public'' category, in accordance with
Listing Regulations, as amended and other rules,
regulations and guidelines, as applicable, in this
regard.

The company has received approval(s) from
both the Stock Exchanges i.e. the BSE Limited
and the National Stock Exchange of India Limited
on December 04, 2024 reclassifying Mr. Malav
Mehta, Ms. Anoli Mehta and Malav Ajitbhai Mehta
HUF from ''promoter/promoter group'' category
of the Company to ''public'' category of the
Company pursuant to Regulation 31A of the Listing
Regulations.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year, following were the
changes in the Board of Directors or Key Managerial
Personnel.

The Board of Directors, based on the
recommendation of the Nomination & Remuneration
Committee, approved the appointment of Mr.
Narayanan Sadanandan (DIN: 07263104) as an
Additional Independent Director effective from
July 09, 2024, and the shareholders approved

his appointment as an Independent Director of the
Company for a period of five (5) consecutive years
upto July 08, 2029, by way of resolution passed at
the Annual General Meeting of the Company held
on August 14, 2024.

Mr. Roopkishan Sohanlal Dave (DIN: 02800417)
and Mr. Keyoor Madhusudan Bakshi (DIN:
00133588) ceased to be Independent Directors
of the Company w.e.f. August 24, 2024, due to
completion of second term as an Independent
Director.

The Board of Directors, based on the
recommendation of the Nomination & Remuneration
Committee, approved the appointment of Ms. Girija
Krishan Varma (DIN: 10038009) as an Additional
Women Independent Director effective from March
06, 2025, and the shareholders approved her
appointment as an Independent Director of the
Company for a period of five (5) consecutive years
upto March 05, 2030, by way of resolution passed
through postal ballot on April 06, 2025.

Ms. Vijaylaxmi Tulsidas Sheth (DIN: 07129801)
Independent director of the company ceased to be
Independent Director of the Company w.e.f. March
19, 2025 due to completion of second term as an
Independent Director.

Mr. Ajit Champaklal Mehta (DIN: 01234707),
Chairman Emeritus & Non-Executive Director
retires by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself for
reappointment.

Brief details of the Directors proposed to be
appointed/re-appointed as required under
Regulation 36 of the Listing Regulations are
provided in the Notice of the AGM.

Key Managerial Personnel of the Company as
on March 31, 2025 comprised of Mr. Vishal
Ajitbhai Mehta, Chairman and Managing Director,
Mr. Vishwas Ambalal Patel, Joint Managing
Director, Mr. Sunil Nandlal Bhagat, Chief Financial
Officer and Mr. Shyamal Trivedi, Sr. Vice President
& Company Secretary of the Company.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors of the Company confirming
that they meet with the criteria of independence
as prescribed under Section 149(6) of the Act and
under Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"). They have
registered their names in the Independent Directors
data-bank. They have also affirmed compliance
to the Conduct for Independent Directors as

prescribed in Schedule IV of the Act. In the opinion
of the Board, the Independent Directors of the
Company fulfil the conditions specified under the
Act and Listing Regulations and are independent of
the management.

15. DIRECTOR''S RESPONSIBILITIES STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability,
confirm that:

i. in the preparation of the annual accounts, the
applicable accounting standards have been
followed and there are no material departures;

ii. they have selected such accounting policies
and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company at the
end of the Financial Year and of the profit of
the Company for that period;

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

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

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

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

16. BOARD EVALUATION

Pursuant to applicable provisions of the Act and
the Listing Regulations, the Board, in consultation
with its Nomination & Remuneration Committee,
has formulated a framework containing, inter-
alia, the criteria for performance evaluation of
the entire Board of the Company, its Committees
and individual Directors, including Independent
Directors. The annual performance evaluation of
the Board, its Committees and each Director has
been carried out for the Financial Year 2024-25 in
accordance with the framework.

The annual performance evaluation of the Board,
the Chairman, Committees and each Director has
been carried out in accordance with the framework.
The summary of the evaluation reports was

presented to the respective Committees and the
Board. The Directors had given positive feedback
on the overall functioning of the Committees and
the Board. The suggestions made by the Directors
in the evaluation process have been suitably
incorporated in the processes. The details of
evaluation process of the Board, its Committees
and individual Directors, including Independent
Directors have been provided under the Corporate
Governance Report which forms part of this Report.

17. FAMILIARIZATION PROGRAMME

The details of the familiarization programme
undertaken during the year have been provided in
the Corporate Governance Report which forms part
of this Report.

The policy on Familiarization programme for
Independent Directors as approved by the Board
is uploaded on the Company''s Website at https://
www.ia.ooo/code-of-conduct-policies.

18. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the
Nomination and Remuneration Policy in accordance
with the provisions of the Act read with the Rules
issued thereunder and the Listing Regulations.

This Policy is available on the website of the
Company i.e. https://www.ia.ooo/code-of-conduct-
policies.

We affirm that the remuneration paid to the Directors
is as per the terms laid out in the Remuneration
Policy of the Company.

19. BOARD MEETINGS HELD DURING THE YEAR

The Board met 6 (Six) times during the Financial
Year 2024-25. The meeting details are provided in
the Corporate governance report that forms part of
this Annual Report. The maximum interval between
any two meetings did not exceed 120 days as
prescribed in the Companies Act, 2013 and Listing
Regulations.

20. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments under
the provisions of Section 186 of the Act read with
the Companies (Meetings of Board and its Powers)
Rules, 2014, as on March 31, 2025, are given in the
Notes to the Financial Statements, which forms a
part of this Annual Report.

21. PARTICULARS OF RELATED PARTY
TRANSACTIONS

All transactions entered with Related Parties as
defined under Section 2(76) of the Companies

Act, 2013 and Regulation 23 of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
("Listing Regulations") during the Financial Year
under review were on an arm''s length basis and
were in the ordinary course of business. Prior
omnibus approval was obtained on a yearly basis
for the transactions which were of a foreseeable
and repetitive nature and the same were further
executed on arm''s length basis and in the ordinary
course of business. Further, a statement giving
details of all Transactions executed with Related
Parties is placed before the Board of Directors
on a quarterly basis for its approval/ ratification
as the case may be. All the transactions entered
with related parties were in compliance with the
applicable provisions of the Act read with the
relevant rules made thereunder and the Listing
Regulations.

During the year, the Company had not entered
into any related party transactions which could be
considered ''material'' in terms of Section 188 of
the Act and rules made thereunder and according
to the policy of the Company on materiality of
Related Party Transactions. Accordingly, there are
no transactions that are required to be reported in
Form AOC-2. However, you may refer to Related
Party transactions in Note No. 26 of the Standalone
Financial Statements.

The Policy on Related Party Transactions as
approved by the Board is uploaded on the
Company''s Website at https://www.ia.ooo/code-of-
conduct-policies.

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

The disclosures to be made under Section 134(3)
(m) of the Act read with rule 8 (3) of the Companies
(Accounts) Rules, 2014 by the Company are as
under:

i) Conservation of Energy

Steps taken or Impact on Conservation of
Energy:

The Company strives and makes conscious
efforts to reduce its energy consumption
through business operations of the Company
which are not energy intensive. Some of the
measures undertaken are listed below:

â¢ Usage of LED lights at office spaces that
are more energy efficient.

â¢ Regular monitoring of temperature inside
the office premises and controlling the
Air Conditioning system.

â¢ Optimised cooling within data center
facility to operate within permissible
temperature range of IT equipment.

â¢ PACs are deployed in shifts and
groups to improve efficiency and life of
equipment.

â¢ Rationalisation of usage of electricity

â¢ Planned preventive maintenance

ii) Technology Absorption

The Company by itself operates into the
dynamic information technology space.
The Company has adequate members in
Technology development functions and keep
updating the changes in technology.

IT team constantly monitor and optimise usage
of proprietary software within company.
They optimise cost by replacing proprietary
software by open source wherever possible.

iii) Foreign Exchange earnings and outgo

Further during the year under review, details
of foreign exchange earnings and outgo are
as given below:

(Rs. in Million)

	Financial	Financial
Particulars	Year	Year
	2024-25	2023-24
Earning in Foreign Currencies	2,173.26	1,153.09
Expenditure in Foreign Currencies	23.40	19.82

23. MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for
the year under review, as stipulated under Listing
Regulations, is presented in a separate section,
forming a part of this Annual Report.

24. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing
Regulations, a separate report on Corporate
Governance along with a certificate from the
Practicing Company Secretary on its compliance
forms part of this Report as Annexure - B.

25. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Pursuant to the Regulation 34 of SEBI Listing
Regulations, BRSR describing the initiatives taken
by the Company is enclosed as part of this Annual
Report.

26. COMMITTEES OF THE BOARD

Details of various committees constituted by the
Board of Directors as per the provision of the Listing
Regulations and the Companies Act, 2013 are given
in the Corporate Governance Report which forms
part of this report.

27. PARTICULARS OF EMPLOYEES

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

The statement containing particulars of employees
as required under Section 197 (12) of the Act read
with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, will be provided upon request. In terms of
Section 136 of the Companies Act, 2013, the Report
and Accounts are being sent to the Members and
others entitled thereto, excluding the information
on employees'' particulars which is available for
inspection by the Members at the Registered Office
of the Company during business hours on working
days of the Company. If any member is interested
in obtaining a copy thereof, such Member may
write to the Company at [email protected] in this regard.

28. DETAILS OF EMPLOYEE STOCK OPTION PLANS

Employee Stock Option Plan(s) ("the Schemes")
are administered under the instructions and
supervision of the Nomination and Remuneration
Committee ("NRC").

The Schemes are in line with the SEBI (Share
Based Employee Benefits) Regulations, 2014 / SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEBSE Regulations").
The Company has received a certificate from
the Secretarial Auditors of the Company that the
Schemes are implemented in accordance with the
SEBI SBEBSE Regulations. A copy of the certificate
would be available at the AGM for inspection by
Members. The applicable disclosures as stipulated
under SEBI SBEBSE Regulations with regard to
Employees Stock Option Plans of the Company are
available on the website of the Company at www.
ia.ooo.

Details of the Employees Stock Option Scheme(s)
is available on the website of the Company at www.
ia.ooo

During the year ended March 31, 2025, there has
been no material change in the Company''s existing
Schemes and the Schemes are in compliance with
SEBI SBEBSE Regulations.

29. DETAILS OF STOCK APPRECIATION RIGHTS
SCHEME

The Scheme is in line with the SEBI SBEBSE
Regulations. The Company has received a certificate
from the Secretarial Auditors of the Company that
the Scheme is implemented in accordance with the
SEBI SBEBSE Regulations. The certificate would be
available at the AGM for inspection by Members.
The applicable disclosures as stipulated under
SEBI SBEBSE Regulations with regard to Stock
Appreciation Rights of the Company are available
on the website of the Company at www.ia.ooo.

Details of the Employees Stock Option Scheme(s)
is available on the website of the Company at www.
ia.ooo

During the year ended March 31, 2025, there has
been no material change in the Company''s existing
Schemes and the Schemes are in compliance with
SEBI SBEBSE Regulations.

30. AUDITORS AND AUDITORS'' REPORT

I. STATUTORY AUDITORS:

M/s. Shah & Taparia, Chartered Accountant
(Firm Registration No. - 109463W) were reÂ¬
appointed at the 13^th Annual General Meeting
of the Members of the Company held on
September 26, 2023, for a period of five (5)
years to hold office till the conclusion of the
18^th AGM.

Your Company has received written
consent(s) and certificate(s) of eligibility in
accordance with Sections 139, 141 and other
applicable provisions of the Act, and Rules
issued thereunder (including any statutory
modification (s) or re-enactment(s) for the
time being in force), from M/s. Shah & Taparia,
Chartered Accountants (Firm Registration No.
- 109463W).

> Statutory Auditors'' Report

During the period under review, no
incident of frauds was reported by the
Statutory Auditors pursuant to Section
143 (12) of the Act. The Auditors'' Report
is enclosed with the financial statements
in this Annual Report.

II. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section
204 of the Act, read with the rules made
thereunder, the Board had appointed M/s.
SPANJ & Associates, Company Secretaries,
(FRN: P2014GJ034800 and Peer reviewed
certificate number: 6467/2025) to undertake

the Secretarial Audit of the Company for FY
2024-25.

Further, pursuant to amended Regulation
24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
and based on the recommendation of the
Audit Committee, the Board of Directors has
appointed M/s. SPANJ & Associates, Company
Secretaries, (FRN: P2014GJ034800 and Peer
reviewed certificate number: 6467/2025) as
the Secretarial Auditors of the Company for
a period of 5 (five) consecutive years from
the conclusion of the 15^th Annual General
Meeting (AGM) until the conclusion of the 20^thAGM of the Company, subject to the approval
of Members. The Secretarial Auditors shall
conduct the Secretarial Audit for the financial
years ending March 31, 2026 to March 31,
2030.

> Secretarial Audit Report

Your Company has obtained Secretarial
Audit Report as required under Section
204(1) of the Act, from M/s. SPANJ
& Associates, Practicing Company
Secretaries. The said Report is attached
with this Report as Annexure - D.

There are no remarks / qualification in the
Secretarial Audit Report, hence no explanation has
been offered.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social
Responsibility (CSR) Committee and has framed
a CSR Policy. The brief details of CSR Committee
are provided in the Corporate Governance Report
which forms part of this report.

The Annual Report on CSR activities is annexed to
this Report as Annexure - E.

The CSR policy is available on your Company''s
website https://www.ia.ooo/code-of-conduct-

policies.

32. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a)
of the Companies Act, 2013, the Annual Return is
available on the website of the Company at https://
www.ia.ooo/annual-return.

33. VIGIL MECHANISM

The Company has established a robust Vigil
Mechanism and adopted a Whistle Blower Policy in
accordance with provisions of the Act and Listing
Regulations, to provide a formal mechanism to the

Directors and employees to report their concerns
about unethical behaviour, actual or suspected
fraud or violation of the Company''s Code of Conduct
or ethics policy. The Policy provides for adequate
safeguards against victimization of employees who
avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee. It
is affirmed that no personnel of the Company have
been denied access to the Audit Committee. The
policy of vigil mechanism ("Whistle Blower policy")
is available on the Company''s website at https://
www.ia.ooo/code-of-conduct-policies.

54. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integral part of
the risk management process, addressing financial
and financial reporting risks. The internal financial
controls have been documented, digitised and
embedded in the business processes. Assurance
on the effectiveness of internal financial controls
is obtained through management reviews, control
self-assessment, continuous monitoring by
functional experts as well as testing of the internal
financial control systems by the auditors during the
course of their audits. We believe that these systems
provide reasonable assurance that our internal
financial controls are designed effectively and are
operating as intended. Detailed information on the
same has been included under the Management
Discussion & Analysis report forming a part of this
Annual Report.

55. HUMAN RESOURCE

Our employees are our key strength, which has led
us to achieve the results and various milestones in
our organization''s journey. The Company believes
that attracting, developing and retaining talent is
crucial to organizational success. The Company
has several initiatives and programs to ensure
employees experience a holistic and fulfilling
career with IT sector.

We remain focused on building trust through
a culture of openness, conversations and
opportunities to speak up. We grew stronger as
a team by supporting each other wholeheartedly
throughout the F.Y. 2024-25. Employees, their
talent and capabilities are our greatest asset, our
competitive advantage. In a highly competitive
environment, our formidable talent pool becomes
our key differentiator.

With a focus on digitalization, we are also
implementing several robust HR practices and
processes to enhance employee experience,
engagement and enablement to deliver exemplary
results.

36. ENHANCING SHAREHOLDERS'' VALUE

Your Company is committed to creating and
returning value to shareholders. Accordingly, your
Company is dedicated to achieving high levels
of operating performance, cost competitiveness,
enhancing the productive asset and resource base
and striving for excellence in all areas of operations.

Your Company strongly believes that its success
in the marketplace and good reputation are among
the primary determinants of shareholder value.
Its close relationship with customers and a deep
understanding of their challenges and expectations
drive the development of new products and
services. Anticipating customer requirements
early and being able to address them effectively
requires a strong commercial backbone. Your
Company continues to develop this strength by
institutionalizing sound commercial processes and
building world-class commercial capabilities across
its marketing and sales teams. Your Company
uses an innovative approach in the development
of its services, as well as execution of growth
opportunities.

Your Company is also committed to creating value
for all its stakeholders by ensuring that its corporate
actions positively impact the economic, societal
and environmental dimensions of the triple bottom
line.

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

The Company has in place a Policy on Prevention
of Sexual Harassment in line with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Internal Complaints Committee has been set up
to redress complaints received regarding sexual
harassment. All employees are covered under the
policy. During the Financial Year under review, no
complaint has been received by the Company.
The Company is committed to provide a safe and
conducive work environment to all its employees
and associates.

The Company has in place an effective mechanism
for dealing with complaints relating to sexual
harassment at workplace. The details relating to
the number of complaints received and disposed
of during the Financial Year 2024-25 are as under:

Number of complaints filed during the 0
Financial Year

Number of complaints disposed of during NA
the Financial Year

Number of complaints pending as on end NA
of the Financial Year

The Policy for prevention of Sexual Harassment is
available on the Company''s website at https://www.
ia.ooo/code-of-conduct-policies.

38. CODE OF CONDUCT

The Board of Directors has laid down a Code of
Conduct applicable to the Board of Directors and
Senior Management. All the Board Members and
Senior Management personnel have affirmed
compliance with the code of conduct. The Code of
Conduct of Board of Directors is also available on
the Company''s website https://www.ia.ooo/code-
of-conduct-policies.

39. SIGNIFICANT/MATERIAL ORDERS PASSED BY
THE REGULATORS

There are no significant material orders passed by
the Regulators or Courts or Tribunals impacting
the going concern status of your Company and its
operations in future.

40. RISK MANAGEMENT

The Board of the Company has formed a Risk
Management Committee to frame, implement and
monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk
management plan and ensuring its effectiveness.
The audit committee has additional oversight in the
area of financial risks and controls.

The Company has a Risk Management Policy,
which from time to time, is reviewed by the Audit
Committee as well as by the Board of Directors.
The Policy is reviewed by assessing the threats and
opportunities that will impact the objectives set for
the Company as a whole. The Policy is designed to
provide the categorization of risk into threat and its
cause, impact, treatment and control measures. As
part of the Risk Management policy, the relevant
parameters for protection of environment, safety
of operations and health of people at work are
monitored regularly with reference to statutory
regulations and guidelines defined by the Company.

The Risk Management policy is available on the
Company''s website at https://www.ia.ooo/code-of-
conduct-policies.

41. LISTING

The Equity Shares of the Company are listed on
National Stock Exchange of India Limited ("NSE")
and BSE Limited ("BSE") having nation-wide trading
terminals. Annual Listing Fee for the Financial Year
2025-26 has been paid to NSE and BSE.

42. OTHER DISCLOSURES

> The Company has complied with Secretarial
Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board

of Directors (SS-1) and General Meetings (SS-
2).

> The Managing Director of the Company has
not received any remuneration or commission
from any of Company''s subsidiary.

> The Audit Committee comprises namely
of Mr. Piyushkumar Mithileshkumar Sinha
(Chairman) Mr. Vishal Ajitbhai Mehta and Ms.
Girija Krishan Varma (Members). During the
year under review, all the recommendations
made by the Audit Committee were accepted
by the Board.

> The Company has not issued Equity Shares
with differential rights as to dividend, voting
or otherwise.

> The Company has not issued any Sweat
Equity Shares to its Directors or Employees.

> Interested Directors were recused from the
discussion of the agenda items, in which they
were interested, of the Board or Committee
meetings held during the year.

> No application against the Company has
been filed or is pending under the Insolvency
and Bankruptcy Code, 2016, hence, the
requirement to disclose the details is not
applicable.

> The company has complied with the
provisions pertaining to Maternity Benefits
Act, 1961 during the FY 2024-25.

> The maintenance of cost records as specified
by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013
are not applicable to the business activities
carried out by the Company.

43. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for
the contributions made by all employees, without
whom the exemplary performance of the Company
year after year, would not have been possible.

The Board places on record its appreciation for the
continued co-operation and support extended to
the Company by customers, vendors, regulators,
banks, financial institutions, rating agencies, stock
exchanges, depositories, auditors, legal advisors,
consultants and business associates with whose
help, cooperation and hard work the Company is
able to achieve the results.

The Board deeply acknowledges the trust and
confidence placed by the customers of the
Company and all its Stakeholders.

For and on behalf of Board of Directors

Vishal Mehta
Chairman & Managing Director
[DIN:03093563]

Place: Gandhinagar
Date: August 08, 2025

Mar 31, 2023

Your Directors are pleased to present the 13^th Annual Report of Infibeam Avenues Limited ("the Company" or "Infibeam") along with the Audited accounts of your Company for the Financial Year ended March 31, 2023.

1. FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31,2023 is summarised below:

(Rs. In Million)
	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
	(FY 2023)	(FY 2022)	(FY 2023)	(FY 2022)
Revenue from Operations	17,872.86	11,674.80	19,623.39	12,939.34
Other Income	638.47	81.09	707.30	99.98
Total Income	18,511.33	11,755.89	20,330.69	13,039.32
Total Expenditure other than Finance Cost, Depreciation and Tax	16,118.89	10,305.16	17,827.49	11,489.49
Operating Profit / (Loss) before Finance Cost, Depreciation, Tax and Exceptional item	2,392.44	1,450.73	2,503.20	1,549.83
Less: Finance Cost	19.21	18.86	19.43	19.34
Less: Depreciation and amortization expenses	558.20	586.46	616.02	626.37
Profit / (Loss) before Tax and Exceptional item	1,815.03	845.41	1,867.75	904.12
Add: Exceptional Items	-	-	-	-
Profit / (Loss) before Tax	1,815.03	845.41	1,867.75	904.12
Less: Tax	460.05	146.84	459.47	147.05
Profit before share in profit/(Loss) in Associate	1,354.98	698.57	1,408.28	757.07
Share of profit / (Loss) of Associate	-	-	(45.59)	79.44
Profit from continuing operations after tax	1,354.98	698.57	1,362.69	836.51
Total other comprehensive income for the year, net of tax	53.70	(223.32)	(71.85)	(666.54)
Total comprehensive income/(Expenses) for the period	1,408.68	475.25	1,290.84	169.97
Add: Balance brought forward from previous year	1,093.97	751.37	3,109.43	3,046.45
Add / (Less): on account of Consolidation Adjustment		-		(3.00)
Add / (Less): Share of minority		-	32.83	28.66
Profit available for appropriation	2,502.65	1,226.62	4,433.10	3,242.08
Transfer to General Reserve	-	-	-	-
Transfer to Debenture Redemption Reserve	-	-	-	-
Excess Losses pertaining to minority	-	-	-	-
Dividend on Equity Shares	-	(132.65)	-	(132.65)
Tax on Dividend	-	-	-	-
Balance carried over to Balance Sheet	2,502.65	1,093.97	4,433.10	3,109.43

Note: Previous year figures have been regrouped or recast wherever necessary to present them more appropriately with those of the current year.

2. KEY FINANCIALS AS ON MARCH 31, 2023

During the Financial Year 2022-23, gross revenue from operations on standalone basis significantly increased by 53% to Rs. 17,872.86 Million as against Rs. 11,674.80 Million in the previous year.

Gross revenue from operations on a consolidated basis also grew significantly by 52% year-on-year to Rs. 19,623.39 Million as against Rs. 12,939.34 Million in the previous year.

The Company witnessed strong growth in value of transactions processed (TPV), growth in transaction volumes and significant increase in merchant addition across all fintech platforms.

Overall, both Payment and Platform businesses reported excellent performance in FY 2023. We have built a strong pipeline of merchants from whom we expect a good business going forward as they grow their business through the digital mode.

The Company''s discipline in allocating resources to key strategic growth areas while optimizing costs and improving efficiency resulted into a strong growth in Profit before Tax and Profit after Tax.

The standalone Profit before Tax has increased for the year by 115% to Rs. 1,815.03 Million as against Rs. 845.41 Million in the previous year and Profit after Tax has increased for the year by 94% to Rs. 1,354.98 Million as against Rs. 698.57 Million in the previous year.

The consolidated Profit before Tax has increased for the year by 107% to Rs. 1,867.75 Million as against Rs. 904.12 Million in the previous year and Profit after Tax has increased for the year by 63% to Rs. 1,362.69 Million as against Rs. 836.51 Million in the previous year.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2022-23 are prepared in compliance with applicable provisions of the Companies Act, 2013 ("Act") read with the Rules made thereunder, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"). The Consolidated Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries (including step down subsidiaries) and associate companies, as approved by their respective Board of Directors.

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

4. DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Rs. 0.05/- per equity share of Re. 1/- each,

i.e., 5% for the financial year ended March 31, 2023, subject to approval of members at the ensuing Annual General Meeting (AGM). The Final Dividend, if approved,

will be paid to shareholders whose names appear in the Register of Members as on the book closure/record date.

The total dividend payout for the current year amounts to Rs. 134.17 Million will be subject to tax deduction at source (TDS) as per statutory requirement.

Pursuant to Finance Act, 2020, Dividend Income will be taxable in the hands of the Shareholders w.e.f. April 01, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

The details of the unclaimed dividend pertaining to the previous dividend disbursements are available on the Company''s website at www.ia.ooo.

Your Company has formulated a Dividend Distribution Policy which is disclosed on the website of the Company and can be accessed at https://www.ia.ooo/code-of-conduct-policies.

5. TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the general reserve on declaration of dividend.

6. CHANGE IN THE NATURE OF BUSINESS

Basic nature of business of the Company remains same and there is no change in business.

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

There were no material changes and commitments affecting the financial position of your Company between the end of the Financial Year and date of this report.

8. SUBSIDIARIES & ASSOCIATE COMPANIES

During the year under review, the following changes have taken place in Subsidiaries / associates:

Subsidiaries & Associate Companies acquired / formed:

â¢ Your Company has incorporated a Wholly Owned Subsidiary Company, namely, Infibeam Avenues Australia Pty Limited in Australia.

â¢ Your Company has made an investment in Vishko22 Products and Services Private Limited ("Vishko22") by acquiring its 50.00% stake. Post investment, Vishko22 became an Associate Company.

â¢ Your Company has divested its entire stake held in its Wholly Owned subsidiaries namely Infibeam Avenues Australia Pty Limited, Infibeam Avenues Saudi Arabia for Information System Technology Co. and AI Fintech Inc. to Vavian International Limited, Wholly Owned Subsidiary of the Company. Post dilution, Infibeam Avenues Australia Pty Limited, Infibeam Avenues Saudi

Arabia for Information System Technology Co. and AI Fintech Inc. are now Step down subsidiaries of the Company.

â¢ Your Company has divested its 19.00% stake in DRC Systems India Limited ("DRC"). DRC ceased to be an Associate of the Company w.e.f. September 30, 2022.

Pursuant to Section 129 (3) of the Act read with rules framed thereunder, pursuant to Regulation 33 of the Listing Regulations and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries and associates.

A separate statement containing the salient features of the financial performance of the subsidiaries and associates for the Financial Year 2022-23 in the prescribed form AOC - 1 is annexed to the Directors'' Report as Annexure - A and forms a part of this report. The Audited Consolidated financial statements together with Auditors'' Report, forms an integral part of the Annual Report.

The Policy for determining material subsidiaries is available on the Company''s website i.e. https://www. ia.ooo/code-of-conduct-policies. The Company does not have a material subsidiary.

In terms of provisions of Section 136 of Act, separate audited accounts of the subsidiary Companies shall be available on website of the Company at www. ia.ooo. These documents shall also be made available for inspection by any Member of the Company at the Registered Office of the Company during business hours between 11.00 A.M. to 2.00 P.M. on all working days of the Company (Except Saturday, Sundays and Public holiday) up to the date of the AGM.

. CHANGE IN SHARE CAPITAL

a. Increase in Authorized Share Capital of the Company

In order to facilitate the future requirements, if any, of the Company, pursuant to approval of the Shareholders at the 12^th Annual General Meeting held on September 23, 2022, increased the Authorized Share Capital of the Company from the existing Rs. 280,00,00,000/- (Rupees Two Hundred and Eighty Crores Only) divided into 280,00,00,000 (Two Hundred and Eighty Crores) Equity Shares of Re. 1/- (Rupee One Only) each to Rs. 350,00,00,000/- (Rupees Three Hundred and Fifty Crores Only) divided into 350,00,00,000 (Three Hundred and Fifty Crores) Equity Shares of Re. 1/- (Rupee One Only) each.

b. Allotment of Equity Shares

During the Financial Year 2022-23, the total Issued and Paid-Up Equity Share Capital of the Company has been increased from Rs. 2,676.31 Million to Rs. 2,677.78 Million pursuant to the allotment of 14,70,720 Equity Shares.

During the Financial Year 2022-23, after obtaining necessary approvals, the Company issued and allotted,

i. 3,84,600 Equity Shares of Re. 1/- each on June 08, 2022, to its eligible employees of the Company & its subsidiaries under the ESOP Scheme(s). After the issue, the Equity Share Capital of the Company stood at Rs. 2,676.69 Million.

ii. 10,86,120 Equity Shares of Re. 1/- each on January 19, 2023 to its eligible employees of the Company and its subsidiaries under the ESOP Schemes. After the issue, the Equity Share Capital of the Company stood at Rs. 2,677.78 Million.

Consequently, the issued, subscribed and paid up Equity Share Capital as on March 31, 2023 is Rs. 267,77,81,182 divided into 267,77,81,182 Equity Shares of Re. 1/- each.

The Company after the closing of Financial Year 202223, after obtaining necessary approvals, the Company has issued and allotted 55,93,704 Equity Shares of Re. 1/- each on August 01, 2023, to its eligible employees of the Company under the ESOP Schemes. After the issue, the Equity Share Capital of the Company stood at Rs. 2,683.37 Million.

10. PREFERENTIAL ISSUE OF FULLY CONVERTIBLE WARRANTS

The Company, after obtaining necessary approvals, had issued and allotted 9,50,00,000 Fully Convertible Warrants ("Warrants") to Vybe Ventures LLP (other than the Promoters and Promoter Group) on Preferential Issue basis with a right to the Warrant holder to apply for and be allotted 1 (one) Equity Share of Re. 1/- each of the Company at an issue price of Rs. 17/- per share (including a premium of Rs. 16/- per share), for each warrant, within a period of 18 months from the date of allotment of the said warrants i.e October 07, 2022.

There are no material variations between the projections and actual utilization of the funds raised through Preferential Issue by the Company during the year 2022-23.

11. DEPOSITS

During the year under review, your Company has not accepted any public deposits within the ambit of Section 73 read with Companies (Acceptance of Deposits) Rules, 2014 made under Chapter V of the Act and any other provisions of the Act, read with rules made there under. As on March 31, 2023, there were no deposits lying unpaid or unclaimed.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year, there were no changes in the Board of Directors or Key Managerial Personnel.

Mr. Ajit Mehta (DIN: 01234707), Non-Executive Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

As per Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), no listed Company shall appoint or continue the appointment of a Non-executive director, who has attained the age of 75 (Seventy-Five) years, unless a special resolution is passed to that effect. Mr. Ajit Mehta (DIN: 01234707), Promoter & NonExecutive Director of the Company will attain the age of 75 years. In view of the same, the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on August 08, 2023 recommended and approved the continuation of the directorship of Mr. Ajit Mehta on or after the attainment of 75 years of age, subject to the approval of Members at the ensuing AGM.

Mr. Ajit Mehta relinquished his position as Chairman of the Company and was appointed as Chairman Emeritus w.e.f. August 08, 2023. Consequently, his designation stands as Chairman Emeritus and Non-Executive & Non-Independent Director of the Company.

Mr. Vishal Mehta (DIN: 03093563), Managing Director of the Company was elevated as Chairman of the Company w.e.f. August 08, 2023. Consequently, his designation stands as Chairman and Managing Director of the Company.

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on August 08, 2023 recommended and approved the re-designation of Mr. Vishwas Patel (DIN: 00934823), Executive Director of the Company as Joint Managing Director of the Company, subject to the approval of Members at the ensuing AGM.

Brief details of the Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the Listing Regulations are provided in the Notice of the AGM.

Key Managerial Personnel of the Company as on March 31, 2023 comprised of Mr. Vishal Mehta, Managing Director, Mr. Sunil Bhagat, Chief Financial Officer and Mr. Shyamal Trivedi, Sr. Vice President & Company Secretary of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and under Listing Regulations. They have registered their names in the Independent Directors data-bank. They have also affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act. In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act and Listing Regulations and are independent of the management.

14. DIRECTOR''S RESPONSIBILITIES STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

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

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

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

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

15. BOARD EVALUATION

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the Financial Year 2022-23 in accordance with the framework.

The annual performance evaluation of the Board, the Chairman, Committees and each Director has been carried out in accordance with the framework. The summary of the evaluation reports was presented to the respective Committees and the Board. The Directors had given positive feedback on the overall functioning of the Committees and the Board. The suggestions made by the Directors in the evaluation process have been suitably incorporated in the processes. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

16. FAMILIARIZATION PROGRAMME

The details of the familiarization programme undertaken during the year have been provided in the Corporate Governance Report which forms part of this Report.

The policy on Familiarization programme for Independent Directors as approved by the Board is

17. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Act read with the Rules issued thereunder and the Listing Regulations.

This Policy is available on the website of the Company i.e. https://www.ia.ooo/code-of-conduct-policies.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

18. BOARD MEETINGS HELD DURING THE YEAR

The Board met 7 (Seven) times during the Financial Year 2022-23. The meeting details are provided in the Corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and Listing Regulations.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2023, are given in the Notes to the financial statements, which forms a part of this Annual Report.

20. PARTICULARS OF RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") during the Financial Year under review were on an arm''s length basis and were in the ordinary course of business. Prior omnibus approval was obtained on a yearly basis for the transactions which were of a foreseeable and repetitive nature and the same were further executed on arm''s length basis and in the ordinary course of business. Further, a statement giving details of all Transactions executed with Related Parties is placed before the Board of Directors on a quarterly basis for its approval/ ratification as the case may be. All the transactions entered with related parties were in compliance with the applicable provisions of the Act read with the relevant rules made thereunder and the Listing Regulations.

During the year, the Company had not entered into any related party transactions which could be considered ''material'' in terms of Section 188 of the Act and rules made thereunder and according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in Form AOC-2. However, you may refer to Related Party transactions in Note No. 26 of the Standalone Financial Statements.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s Website at https://www.ia.ooo/code-of-conduct-policies.

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

The disclosures to be made under Section 134(3) (m) of the Act read with rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under:

i) Conservation of Energy

Steps taken or Impact on Conservation of Energy:

The Company strives and makes conscious efforts to reduce its energy consumption through business operations of the Company which are not energy intensive. Some of the measures undertaken are listed below:

â¢ Usage of LED lights at office spaces that are more energy efficient.

â¢ Regular monitoring of temperature inside

the office premises and controlling the Air Conditioning system.

â¢ Optimised cooling within data center facility to operate within permissible temperature range of IT equipment.

â¢ PACs are deployed in shifts and groups to improve efficiency and life of equipment.

â¢ Rationalisation of usage of electricity

â¢ Planned preventive maintenance

ii) Technology Absorption

The Company by itself operates into the dynamic information technology space. The Company has adequate members in Technology development functions and keep updating the changes in technology.

IT team constantly monitor and optimise usage of proprietary software within company. They optimise cost by replacing proprietary software by open source wherever possible.

iii) Foreign Exchange earnings and outgo

Further during the year under review, details of foreign exchange earnings and outgo are as given below:

(Rs. in Million)
	Financial	Financial
Particulars	Year	Year
	2022-23	2021-22
Earning in Foreign Currencies	457.38	285.00
Expenditure in Foreign Currencies	28.63	10.45

22. MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations, is presented in a separate section, forming a part of this Annual Report.

23. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretary on its compliance forms part of this Report as Annexure - B.

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the Regulation 34 of SEBI Listing Regulations, BRSR describing the initiatives taken by the Company is enclosed as part of this Annual Report.

25. COMMITTEES OF THE BOARD

Details of various committees constituted by the Board of Directors as per the provision of the Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

26. PARTICULARS OF EMPLOYEES

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

The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company at [email protected] in this regard.

27. DETAILS OF EMPLOYEE STOCK OPTION PLANS

Employee Stock Option Plan(s) ("the Schemes") are administered under the instructions and supervision of the Nomination and Remuneration Committee ("NRC").

The Schemes are in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 / SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations"). The Company has received a certificate from the Secretarial Auditors of the Company that the Schemes are implemented in accordance with the SEBI SBEBSE Regulations. A copy of the certificate would be available at the AGM for inspection by Members. The applicable disclosures as stipulated under SEBI SBEBSE

Regulations with regard to Employees Stock Option Plans of the Company are available on the website of the Company at www.ia.ooo.

During the year ended March 31,2023, there has been no material change in the Company''s existing Schemes and the Schemes are in compliance with SEBI SBEBSE Regulations.

28. DETAILS OF STOCK APPRECIATION RIGHTS SCHEME

The Scheme is in line with the SEBI SBEBSE Regulations. The Company has received a certificate from the Secretarial Auditors of the Company that the Scheme is implemented in accordance with the SEBI SBEBSE Regulations. The certificate would be available at the AGM for inspection by Members. The applicable disclosures as stipulated under SEBI SBEBSE Regulations with regard to Stock Appreciation Rights of the Company are available on the website of the Company at www.ia.ooo.

29. AUDITORS AND AUDITORS'' REPORTI. STATUTORY AUDITORS:

The Statutory Auditors of your Company namely, M/s. Shah & Taparia, Chartered Accountant (Firm Registration No. - 109463W) were appointed at the 8^th AGM of the Members of the Company held on September 29, 2018, for a period of five (5) years to hold office till the conclusion of the 13^thAGM.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended the re-appointment of M/s. Shah & Taparia, Chartered Accountant (Firm Registration No. - 109463W) as the Statutory Auditors of the Company for a further period of five (5) years from the conclusion of the ensuing 13^th AGM till the conclusion of 18^th AGM subject to the approval of Members.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act, and Rules issued thereunder (including any statutory modification (s) or re-enactment(s) for the time being in force), from M/s. Shah & Taparia, Chartered Accountants (Firm Registration No. - 109463W).

> Statutory Auditors'' Report

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143 (12) of the Act. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

II. SECRETARIAL AUDITORS:

In terms of Section 204 of the Act, and rules made thereunder, the Board had appointed M/s. SPANJ & Associates, Company Secretaries, as the Secretarial Auditors to conduct an audit of the secretarial records, for the Financial Year 202223.

> Secretarial Audit Report

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Act, from M/s. SPANJ & Associates, Company Secretaries. The said Report is attached with this Report as Annexure - D.

There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report which forms part of this report.

The Annual Report on CSR activities is annexed to this Report as Annexure - E.

The CSR policy is available on your Company''s website https://www.ia.ooo/code-of-conduct-policies.

31. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return is available on the website of the Company at https://www.ia.ooo/ annual-return.

32. VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Act and Listing Regulations, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism ("Whistle Blower policy") is available on the Company''s website at https://www.ia.ooo/code-of-conduct-policies.

33. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integral part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. Detailed information on the same has been included under the Management Discussion & Analysis report forming a part of this Annual Report.

34. HUMAN RESOURCE

Our employees are our key strength, which has led us to achieve the results and various milestones in our organization''s journey. The Company believes that attracting, developing and retaining talent is crucial to organizational success. The Company has several initiatives and programs to ensure employees experience a holistic and fulfilling career with IT sector.

We remain focused on building trust through a culture of openness, conversations and opportunities to speak up. We grew stronger as a team by supporting each other wholeheartedly throughout the F.Y. 202223. Employees, their talent and capabilities are our greatest asset, our competitive advantage. In a highly competitive environment, our formidable talent pool becomes our key differentiator.

With a focus on digitalization, we are also implementing several robust HR practices and processes to enhance employee experience, engagement and enablement to deliver exemplary results.

35. ENHANCING SHAREHOLDERS'' VALUE

Your Company is committed to creating and returning value to shareholders. Accordingly, your Company is dedicated to achieving high levels of operating performance, cost competitiveness, enhancing the productive asset and resource base and striving for excellence in all areas of operations.

Your Company strongly believes that its success in the marketplace and good reputation are among the primary determinants of shareholder value. Its close relationship with customers and a deep understanding of their challenges and expectations drive the development of new products and services. Anticipating customer requirements early and being able to address them effectively requires a strong commercial backbone. Your Company continues to develop this strength by institutionalizing sound commercial processes and building world-class commercial capabilities across its marketing and sales teams. Your Company uses an innovative approach in the development of its services, as well as execution of growth opportunities.

Your Company is also committed to creating value for all its stakeholders by ensuring that its corporate actions positively impact the economic, societal and environmental dimensions of the triple bottom line.

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

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. No complaint has been received by the Company under this Policy during the year 2022-23. The Company is committed to

provide a safe and conducive work environment to all its employees and associates.

The Policy for prevention of Sexual Harassment is available on the Company''s website at https://www. ia.ooo/code-of-conduct-policies.

37. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. The Code of Conduct of Board of Directors is also available on the Company''s website https://www.ia.ooo/code-of-conduct-policies.

38. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

39. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There are no amounts that are due to be transferred to Investor Education and Protection Fund by the Company.

The Company has sent adequate communication(s) to the Members whose dividends are unclaimed, requesting them to provide/update bank details with the RTA/Company, so that dividends paid by the Company are credited to the investors'' account on timely basis.

40. RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The Company has a Risk Management Policy, which from time to time, is reviewed by the Audit Committee as well as by the Board of Directors. The Policy is reviewed by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

The Risk Management policy is available on the

41. CREDIT RATING

Details of Credit Rating are given in the Corporate Governance Report which forms part of this report.

42. OTHER DISCLOSURES

> The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

> The Managing Director of the Company has not received any remuneration or commission from any of Company''s subsidiary.

> The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise.

> The Company has not issued any Sweat Equity Shares to its Directors or Employees.

> Interested Directors were recused from the discussion of the agenda items, in which they were interested, of the Board or Committee meetings held during the year.

> No application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code, 2016, hence, the requirement to disclose the details is not applicable.

> There were no instance where your Company required the Valuation for one-time settlement or while taking the loan from the Bank or Financial institutions.

> The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.

43. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contributions made by all employees, without whom the exemplary performance of the Company year after year, would not have been possible.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants and business associates with whose help, cooperation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the customers of the Company and all its Stakeholders.

For and on behalf of Board of DirectorsVishal Mehta Ajit Mehta

Place: Gandhinagar Chairman & Managing Director Chairman Emeritus & Non-Executive Director

Date: August 08, 2023 (DIN: 03093563) (DIN: 01234707)

Infibeam Avenues Limited 87

Mar 31, 2022

Your Directors are pleased to present the 12^th Annual Report of Infibeam Avenues Limited ("the Company" or "Infibeam") together with the Audited Financial Statements for the Financial Year ended on March 31,2022.

1. FINANCIAL RESULTS

The Company''s financial performance for the year ended on March 31,2022 is summarised below:

Particulars	Standalone 2021-22 2020-21 (FY 2022) (FY 2021)		('' In Million) consolidated 2021-22 2020-21 (FY 2022) (FY 2021)
Revenue from Operations	11,674.80	5,767.02	12,939.34	6,760.35
Other Income	81.09	91.42	99.98	100.19
Total Income	11,755.89	5,858.44	13,039.32	6,860.54
Total Expenditure other than Finance Cost, Depreciation and Tax	10,305.16	4,529.65	11,489.49	5,341.89
Operating Profit / (Loss) before Finance cost, Depreciation, tax and exceptional item	1,450.73	1,328.79	1,549.83	1,518.65
Less: Finance Cost	18.86	35.52	19.34	36.56
Less: Depreciation and amortization expenses	586.46	688.77	626.37	750.56
Profit / (Loss) before tax and exceptional item	845.41	604.50	904.12	731.53
Add: Exceptional Items	-	-	-	-
Profit / (Loss) before tax	845.41	604.50	904.12	731.53
Less: Tax	146.84	110.48	147.05	115.20
Profit before share in profit/(Loss) in Associate	698.57	494.02	757.07	616.33
Share of profit / (Loss) of Associate	-	-	79.44	86.15
Profit from continuing operations after tax	698.57	494.02	836.51	702.48
Other comprehensive income/^xpenses) [net of tax]
Items that will not be reclassified to Profit or loss, net of tax
Re-measurement gains / (losses) on defined benefit plans	(3.73)	2.82	(3.77)	2.95
Net change in fair value of Investments in Equity and Preference Instruments	(285.95)		(729.13)	(2.26)
Income tax effect	66.37	(0.71)	66.37	(0.71)
total other comprehensive income for the year, net of tax	(223.31)	2.11	(666.53)	(0.02)
total comprehensive income/^xpenses) for the period	475.26	496.13	169.98	702.46
Add: Balance brought forward from previous year	751.37	255.24	3,046.45	2,323.20
Add / (Less): on account of Consolidation Adjustment	-	-	(3.00)
Add / (Less): Share of minority	-	-	28.66	20.78
Profit available for appropriation	1,226.63	751.37	3,242.09	3,046.44
Dividend on Equity Shares	(132.65)	-	(132.65)	-
Balance carried over to Balance Sheet	1,093.98	751.37	3,109.44	3,046.44
Note: The figures for the previous periods have been regrouped / recasted, wherever necessary, to make them comparable with the figures for the current periods.

2. OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

During the Financial Year 2021-22, net revenue from operations on standalone basis increased to '' 11,674.80 Million as against '' 5,767.02 Million in the previous year. Gross revenue from operations on a consolidated basis grew 91.4 % year-on-year to '' 12,939.34 Million as against '' 6,760.35 Million in the previous year. The Company witnessed strong growth in value of transactions processed (TPV) as well as transaction volumes as the pandemic led to increase in online transactions, as well as from rebound in covid impacted sectors like aviation, travel, etc. Growth was also aided by 7,000 average daily merchant addition across all fintech platforms. Overall, both Payment and Platform businesses reported excellent performance in FY 2022.

In the domestic Platforms business, the Company achieved strong double-digit revenue growth compared to the previous year. GMV on GeM portal crossed a record '' 1 Trillion, growing 2.5x compared to previous year contributing to strong domestic business growth.

Standalone EBITDA for the year grew 9% to '' 1,450.73 Million on account of strong growth in Revenue. However, margins fell from 23% in FY21 to 12% in FY22 on account of lower contribution from percentage-fee based sectors including intense price war among the payment competitors leading to lower take rate realisation. Yet, the Company earns among the industry leading net take rates in pure payments business.

Consolidated EBITDA margin was at 12.0% in FY22 from 22.5 % in FY21. The Company''s consolidated EBITDA grew by 2.0% year-over-year in FY22 to '' 1,549.83 Million from 1,518.65 Million in FY21 on account of subsidiaries that are still in the growth phase and not yet EBITDA positive.

The Company''s standalone Profit Before Tax for the period grew 40% to '' 845.41 Million against '' 604.50 Million in the previous year on account of growth in EBITDA, lower depreciation (reassessed the useful life of assets) and lower finance cost (repaid entire longterm debt).

The standalone Profit After Tax margin has decreased for the period to 5.94 % ('' 698.57 Million) as against 8.43% ('' 494.02 Million) in the previous year on account of lower EBITDA margin.

The consolidated Profit After Tax for the year grew 19% to '' 836.51 Million against '' 702.48 Million in the previous year on account of lower depreciation (reassessed the useful life of assets) and lower finance cost (repaid entire long-term debt).

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2021-22 are prepared in compliance with applicable provisions of the Companies Act, 2013 ("Act") read with the Rules made

thereunder, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"). The Consolidated Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries (including step down subsidiaries) and associate companies, as approved by their respective Board of Directors.

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

4. COVID-19

At Infibeam, as we continue in our endeavor to fight waves of the COVID-19 pandemic, our priority remains the safety and well-being of our employees, and business continuity for our clients.

Infibeam''s robust risk management, business continuity and crisis management capabilities ensured uninterrupted services to our customers, while ensuring health and safety of employees of Infibeam. Our team has been effectively coordinating our response to the pandemic. The pandemic has acted as a catalyst to enhance our interventions to improve employee well-being. With our proactive response, our team has allowed us to ensure business continuity during these challenging times.

5. DIVIDEND

During the year under review, the Board of Directors at their meeting held on January 31, 2022 has approved payment of '' 0.05/- per Equity Share of '' 1/- each (i.e. 5%) as an interim dividend for the Financial Year ended March 31,2022, which was paid on February 15, 2022. The interim dividend payment involved a cash outflow of '' 66.32 Million.

Pursuant to Finance Act, 2020 dividend income will be taxable in the hands of the Shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

The details of the unclaimed dividend pertaining to the previous dividend disbursements are available on the Company''s website at www.ia.ooo.

According to Regulation 43A of the Listing Regulations, the top 1000 listed entities based on market capitalization, calculated as on 31^st March of every Financial Year, are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports. Accordingly, The Dividend Distribution Policy of the Company can be accessed on the Company''s website i.e. https://www. ia.ooo/code-of-conduct-policies.

6. transfer to reserves

Your Company does not propose to transfer any amount to the general reserve.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There were no material changes and commitments affecting the financial position of your Company between the end of the Financial Year and date of this report.

8. SUBSIDIARIES & ASSOCIATE COMPANIES

During the year under review, the following changes have taken place in subsidiary / associates:

Subsidiary Companies acquired / formed:

â¢ Your Company has incorporated a Wholly Owned Subsidiary Company, namely, Infibeam Projects Management Private Limited on February 14, 2022. The said Company is yet to commence its business.

â¢ Your Company has acquired 100% stake of UVIK Technologies Private Limited("UVIK"). UVIK has now become a Wholly Owned Subsidiary of your Company w.e.f. March 01, 2022.

Pursuant to Section 129 (3) of the Act read with rules framed thereunder, pursuant to Regulation 33 of the Listing Regulations and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries and associates.

A separate statement containing the salient features of the financial performance of the subsidiaries and associates for the Financial Year 2021-22 in the prescribed form AOC - 1 is annexed to the Directors'' Report as Annexure - A and forms a part of this report. The Audited Consolidated financial statements together with Auditors'' Report, forms an integral part of the Annual Report.

The Policy for determining material subsidiaries is available on the Company''s website i.e. https://www. ia.ooo/code-of-conduct-policies. The Company does not have a material subsidiary.

In terms of provisions of Section 136 of Act, separate audited accounts of the subsidiary Companies shall be available on website of the Company at www. ia.ooo. These documents shall also be made available for inspection by any Member of the Company at the Registered Office of the Company during business hours between 11.00 A.M. to 2.00 P.M. on all working days of the Company (Except Saturday, Sundays and Public holiday) up to the date of the AGM.

After the closure ofFinancial Year 2021-22, the following changes have taken place in subsidiaries / associates:

â¢ Your Company has incorporated a Wholly Owned Subsidiary Company, namely, Infibeam Avenues Australia Pty Limited in Australia. The said Company is yet to commence its business.

â¢ Your Company has made an investment in Vishko22 Products and Services Private Limited

("Vishko22") by acquiring its 50.00% stake. Post investment, Vishko22 would become an Associate Company.

9. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any public deposits within the ambit of Section 73 read with Companies (Acceptance of Deposits) Rules, 2014 made under Chapter V of the Act and any other provisions of the Act, read with rules made there under. As on March 31, 2022, there were no deposits lying unpaid or unclaimed.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 149, 152 and other applicable provisions of the Act and the Articles of Association of the Company, Mr. Vishwas Patel, Executive Director (DIN: 00934823) is liable to retire by rotation and being eligible offers himself for re-appointment. As the reappointment of Director is appropriate and in the best interest of the Company, the Board recommends the re-appointment of the Director for your approval.

Mr. Vishal Mehta (DIN: 03093563), Managing Director was appointed for period of five years on February 01, 2018. His tenure as the Managing Director of the Company will expire on January 31, 2023, the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on August 25, 2022 recommended and approved the re-appointment and payment of remuneration to Mr. Vishal Mehta as the Managing Director of the Company for a further period of 5 (Five) years w.e.f. February 01, 2023, subject to the approval of Members at this 12^thAGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of this AGM.

Mr. Vishwas Patel (DIN: 00934823), Executive Director was appointed for period of five years on August 14, 2018. Such term of appointment of the Executive Director shall come to an end on August 13, 2023. In view of the same, the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on August 25, 2022 recommended and approved the re-appointment and payment of remuneration to Mr. Vishwas Patel as an Executive Director of the Company for a further period of 5 (Five) years w.e.f. August 14, 2023, subject to the approval of Members at this AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of this AGM.

Mr. Piyushkumar Sinha (DIN: 00484132), the Independent Director of the Company was appointed for a period of five years on February 14, 2018. His first term of five years as an Independent Director of the Company is due to expire on February 13, 2023. The Board, on the recommendation of Nomination and Remuneration Committee at its meeting held on August 25, 2022 , after taking into account the performance evaluation ofhis first

term and considering the business acumen, knowledge, experience, skills and contribution, have re-appointed him as Independent Director for a second term of five (5) years upto February 14, 2028, subject to the approval of Members at the ensuing AGM. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act and Listing Regulations, and available on Company''s website www.ia.ooo.

Brief details of the Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the Listing Regulations are provided in the Notice of the AGM.

None of the Directors of the Company have resigned from the office of Director of the Company during the year under review.

During the year under review Mr. Hiren Padhya had tendered his resignation from the post of Chief Financial Officer and Key Managerial Personnel of the Company with effect from March 18, 2022.

Further, the Board ofDirectors on the Recommendation of Nomination and Remuneration Committee and Audit Committee approved the appointment of Mr. Sunil Bhagat as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from March 19, 2022.

Mr. Vishal Mehta, Managing Director, Mr. Sunil Bhagat, Chief Financial Officer and Mr. Shyamal Trivedi, Sr. Vice President & Company Secretary of the Company have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and under Listing Regulations. They have registered their names in the Independent Directors data-bank. They have also affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act. In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act and Listing Regulations and are independent of the management.

12. DIRECTOR''S RESPONSIBILITIES STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2022 and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

13. FAMILIARIZATION PROGRAMME

The details of the familiarization programme undertaken during the year have been provided in the Corporate Governance Report which forms part of this Report.

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 06 (Six) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

15. NOMINATION AND REMUNERATION POLicY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Act read with the Rules issued thereunder and the Listing Regulations.

This Policy is available on the website of the Company i.e. https://www.ia.ooo/code-of-conduct-policies.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

16. BOARD EVALUATION

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the Financial Year 2021-22 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

17. MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations, is presented in a separate Section, forming a part of this Annual Report.

18. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretary on its compliance forms part of this Report as Annexure - B.

19. business responsibility report

A Business Responsibility Report as per Regulation 34(2) (f) of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance forms part of this Report as Annexure - c.

20. change in share capital

a. Increase of Authorized Share capital of the company

In order to facilitate the future requirements, if any, of the Company, pursuant to approval of the Shareholders in Extra Ordinary General Meeting held on February 25, 2022, the Authorized Share Capital of the Company increased from the existing '' 140,00,00,000/- (Rupees One Hundred and Forty Crores Only) divided into 140,00,00,000/- (One Hundred and Forty Crores Only) Equity Shares of '' 1/- (Rupee One Only) each in to '' 280,00,00,000/- (Rupees Two Hundred and Eighty Crores Only) divided into 280,00,00,000 (Two Hundred and Eighty Crores) Equity Shares of '' 1/- (Rupee One Only) each.

b. Allotment of Equity Shares

During the Financial Year 2021-22, the total Issued and Paid-Up Equity Share Capital of the Company has been increased from '' 1,331.05 Million to '' 2,676.31 Million pursuant to the allotment of 134,52,56,882 Equity Shares.

During the Financial Year 2021-22, after obtaining necessary approvals, the Company has issued and allotted,

i. 9,90,540 Equity Shares of '' 1/- each on

July 16, 2021, to its eligible employees of the Company & its subsidiaries under the Schemes - Employees Stock Option Plan

2013- 14 and Employees Stock Option Plan

2014- 15 and Infibeam Employee Stock Option Plan 2019-20. After the issue, the Equity Share Capital of the Company stood at '' 1,332.04 Million.

ii. Preferential Issue:

61,11,111 Equity Shares of the Company having a Face Value of '' 1/- (Rupee One Only) each at a price of '' 45/- (Rupees Forty Five only) per Equity Share (including a premium of '' 44/- (Rupees Forty Four Only) per share aggregating to not exceeding '' 27,50,00,000/- (Rupees Twenty Seven Crores Fifty Lakhs Only) on March 01, 2022 to Season Two Ventures Fund I LP for consideration other than cash [i.e. swap of shares of UVIK Technologies Private Limited ("UVIK") towards part payment of the total consideration payable for the acquisition of 5,709 Shares representing 36.34% shareholding of the UVIK] on a Preferential Issue basis pursuant to the approval of the Shareholders in Extra Ordinary General Meeting held on February 25, 2022. After the issue, the Equity Share Capital of the Company stood at '' 1,338.16 Million.

iii. Issue of Bonus Shares:

1,33,81,55,231 Bonus Equity Shares of '' 1/- each in ratio of 1 (one) Equity Bonus Share for 1 (one) Equity Share held (1:1) to the Equity Shareholder(s) whose names appeared in the Register of Members on March 15, 2022 i.e. the "Record Date" on March 16, 2022 pursuant to the approval of the Shareholders in Extra Ordinary General Meeting held on February 25, 2022. After the issue, the Equity Share Capital of the Company stood at '' 2,676.31 Million.

Consequently, the issued, subscribed and paid up Equity Share Capital as on March 31, 2022 was '' 2,67,63,10,462 divided into 2,67,63,10,462 Equity Shares of '' 1/- each.

The Company after the closing of Financial Year 2021-22, after obtaining necessary approvals, has allotted 3,84,600 Equity Shares to its eligible employees of the Company & its subsidiaries under the Employees Stock Option Plan 2013-14. After the issue, the Equity Share Capital of the Company stood at '' 2,676.70 Million.

21 committees of the board

Details of various committees constituted by the

Board of Directors as per the provision of the Listing

Regulations and the Act are given in the Corporate

Governance Report which forms part of this report.

22. ENHANCING SHAREHOLDERS''VALUE

Your Company believes that its Members are its most important Stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other Stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development for a greater living.

Your Company strongly believes that its success in the marketplace and good reputation are among the primary determinants of shareholder value. Its close relationship with customers and a deep understanding of their challenges and expectations drive the development of new products and services. Anticipating customer requirements early and being able to address them effectively requires a strong commercial backbone. Your Company continues to develop this strength by institutionalizing sound commercial processes and building world-class commercial capabilities across its marketing and sales teams. Your Company uses an innovative approach in the development of its services, as well as execution of growth opportunities.

23. AUDITORS

I. STATUTORY AUDITORS:

M/s. Shah & Taparia, Chartered Accountant (Firm Registration No. - 109463W), the Statutory Auditors of the Company were appointed at the 8^th AGM of the Members of the Company held on September 29, 2018, for a period of five (5) years to hold office till the conclusion of the 13^th AGM.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act, and Rules issued thereunder (including any statutory modification (s) or re-enactment(s) for the time being in force), from M/s. Shah & Taparia, Chartered Accountants (Firm Registration No. - 109463W).

â¢ Statutory Auditors'' Report

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143 (12) of the Act. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

ii. secretarial auditors:

â¢ Secretarial Audit Report

There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report which forms part of this report.

The Annual Report on CSR activities is annexed to this Report as Annexure - E.

The CSR policy is available on your Company''s website https://www.ia.ooo/code-of-conduct-policies.

25. ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the draft Annual Return as on March 31, 2022, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company at https://www.ia.ooo/annual-return.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER Section 186

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31,2022, are set out in Notes to the Standalone Financial Statements forming part of this report.

27. PARTICULARS OF RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Act, all the Related Party Transactions entered by the Company during the Financial Year, were in the ordinary course of business and on an arm''s length basis. Prior omnibus approval was obtained on a yearly basis for the transactions which were of a foreseeable and repetitive nature and the same were further executed on arm''s length basis and in the ordinary course of business. Further, a statement giving details of all Transactions executed with Related Parties is placed before the Board of Directors on a quarterly basis for its approval/ ratification as the case may be. All the transactions entered with related parties were in compliance with the applicable provisions of the Act read with the relevant rules made thereunder and the Listing Regulations.

During the year, the Company had not entered into any Related Party Transactions which could be considered ''material'' in terms of Section 188 of the Act and rules

The Board of Directors of the Company at its meeting held on August 10, 2021, considered and approved the re-classification of the status of the said Members of Promoter Group from Promoter Group Category to Public Category of the Company, subject to necessary approvals from the Securities and Exchange Board of India (SEBI), Stock Exchanges, as may be required. Pursuant to the same, an application in terms of

made thereunder and according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in Form AOC-2. However, you may refer to Related Party Transactions in Note No. 26 of the Standalone Financial Statements.

This Related Party Transactions Policy is available on the website of the Company i.e. https://www.ia.ooo/ code-of-conduct-policies.

28. PARTICULARS OF EMPLOYEES

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

The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company at [email protected] in this regard.

29. REcLASSIFIcATION OF Members OF The PROMOTER GROUP TO PUBLIc

During the year under review, the Board of Directors of the Company had received requests from certain Members of Promoter Group for reclassifying their shareholding in the Company from the "Promoter Group" category to the "Public" category, in accordance with Listing Regulations as amended and other rules, regulations and guidelines, as applicable, in this regard:

Sr. No.	Name of the Persons	category
1.	Infinity Drive Private Limited	Promoter Group
2.	Lubi Industries LLP	Promoter Group
3.	O3 Developers Private Limited	Promoter Group
4.	TIW Systems Private Limited	Promoter Group
5.	Tripwheels and Drive Private Limited	Promoter Group
6.	ING Satcom Limited	Promoter Group

Regulation 31A of Listing Regulations was made to the Stock Exchanges for their approval for the reclassification.

The Company received the approvals from the BSE Limited and the National Stock Exchange of India Limited, on November 12, 2021 for reclassification of the said Members of Promoter Group to Public Category of the Company.

30. HUMAN RESOURcE

Our employees are our key strength, which has led us to achieve the results and various milestones in our organization''s journey. The Company believes that attracting, developing and retaining talent is crucial to organizational success. The Company has several initiatives and programs to ensure employees experience a holistic and fulfilling career with IT sector.

We remain focused on building trust through a culture of openness, conversations and opportunities to speak up. We grew stronger as a team by supporting each other wholeheartedly throughout the F.Y. 202122. Employees, their talent and capabilities are our greatest asset, our competitive advantage. In a highly competitive environment, our formidable talent pool becomes our key differentiator.

With a focus on digitalization, we are also implementing several robust HR practices and processes to enhance employee experience, engagement and enablement to deliver exemplary results.

31. vigil mechanism

32. internal financial controls

Internal Financial Controls are an integral part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively

and are operating as intended. Detailed information on the same has been included under the Management Discussion & Analysis report forming a part of this Annual Report.

33. RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The Company has a Risk Management Policy, which from time to time, is reviewed by the Audit Committee as well as by the Board of Directors. The Policy is reviewed by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

The Risk Management policy is available on the Company''s website at https://www.ia.ooo/code-of-conduct-policies.

34. DETAILS OF EMPLOYEE STOCK OPTION PLANS

During the year, 57,13,500 options were granted to eligible employees of the Company in terms of Employees Stock Option Plan.

The Schemes are in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 / SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations"). The Company has received a certificate from the Secretarial Auditors of the Company that the Schemes are implemented in accordance with the SEBI SBEBSE Regulations. A copy of the certificate would be available at the AGM for inspection by Members. The applicable disclosures as stipulated under SEBI SBEBSE Regulations with regard to Employees Stock Option Plans of the Company are available on the website of the Company at www.ia.ooo.

35. DETAILS OF STOCK APPRECIATION RIGHTS SCHEME

The Scheme is in line with the SEBI SBEBSE Regulations. The Company has received a certificate from the Secretarial Auditors of the Company that the Scheme is implemented in accordance with the SEBI SBEBSE Regulations. The certificate would be available at the AGM for inspection by Members. The applicable disclosures as stipulated under SEBI SBEBSE Regulations with regard to Stock Appreciation Rights

of the Company are available on the website of the Company at www.ia.ooo.

36. cONSERVATION OF ENERGY, TEcHNOLOGY ABSORPTION AND FOREIGN EXcHANGE EARNINGS AND OUTGO

The disclosures to be made under Section 134(3) (m) of the Act read with rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under:

i) conservation of Energy

Steps taken or Impact on Conservation of Energy:

The Company strives and makes conscious efforts to reduce its energy consumption through business operations of the Company which are not energy intensive. Some of the measures undertaken are listed below:

1. Usage of LED lights at office spaces that are more energy efficient.

2. Regular monitoring of temperature inside the office premises and controlling the Air Conditioning system.

3. Optimised cooling within data center facility to operate within permissible temperature range of IT equipments.

4. PACs are deployed in shifts and groups to improve efficiency and life of equipments.

5. Rationalisation of usage of electricity.

6. Planned preventive maintenance.

ii) Technology Absorption

The Company by itself operates into the dynamic information technology space. The Company has adequate Members in Technology development functions and keep updating the changes in technology.

IT team constantly monitor and optimise usage of proprietary software within Company. They optimise cost by replacing proprietary software by open source wherever possible.

iii) Foreign Exchange earnings and outgo

Further during the year under review, details of foreign exchange earnings and outgo are as given below:

('' in Million)
Particulars	Financial Year	Financial Year
Particulars	2021-22	2020-21
Earning in Foreign Currencies	285.00	415.29
Expenditure in Foreign Currencies	10.45	17.69

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, Prohibition AND REDRESSAL) AcT, 2013

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. No complaint has been received by the Company under this Policy during the year 202122. The Company is committed to provide a safe and conducive work environment to all its employees and associates.

The Policy for prevention of Sexual Harassment is available on the Company''s website at https://www. ia.ooo/code-of-conduct-policies.

38. cODE OF cONDUcT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. The Code of Conduct of Board of Directors is also available on the Company''s website https://www.ia.ooo/code-of-conduct-policies.

39. cREDIT RATING

Details of Credit Rating are given in the Corporate Governance Report which forms part of this report.

40. significant/material orders passed by

THE REGULATORS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

41. TRANSFER TO INVESTOR EDUcATION AND protection FUND

There are no amounts that are due to be transferred to Investor Education and Protection Fund by the Company.

42. OTHER DIScLOSURES

â¢ The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2);

â¢ The Audit Committee comprises namely Mr. Keyoor Bakshi (Chairman), Mr. Vishal Mehta, Mr. Roopkishan Dave, Mr. Piyushkumar Sinha and Ms. Vijaylaxmi Sheth, Members. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board;

â¢ The Managing Director of the Company has not received any remuneration or commission from any of Company''s subsidiary;

â¢ The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise;

â¢ The Company has not issued any Sweat Equity Shares to its Directors or Employees;

â¢ Interested Directors were recused from the discussion of the agenda items, in which they were interested, of the Board or Committee meetings held during the year;

â¢ There has been no change in the nature of business of your Company.

43. AcKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contributions made by all employees, without whom the exemplary performance of the Company year after year, would not have been possible.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, Stock Exchanges, depositories, auditors, legal advisors, consultants and business associates with whose help, cooperation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the customers of the Company and all its Stakeholders.

For and on behalf of Board of Directors Ajit Mehta

Place: Gandhinagar Chairman

Date: August 25, 2022 [DIN: 01234707]

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 8^th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended on March 31, 2018.

1. FINANCIAL RESULTS

The Companyâs financial performance for the year ended on March 31, 2018 is summarised below:

(Rs. In million)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	3,058.60	531.45	8,393.20	4,413.41
Other Income	269.50	361.15	313.30	163.61
Total Income	3,328.10	892.60	8,706.50	4,577.02
Total Expenditure other than Finance Cost, Depreciation and Tax	2,460.40	335.34	6,826.00	3,746.75
Operating Profit / (Loss) before Finance Cost, Depreciation and Tax	867.70	557.26	1,880.50	830.27
Less: Finance Cost	36.80	32.82	57.30	42.64
Less: Depreciation and amortisation expenses	432.60	63.27	664.30	224.78
Profit / (Loss) before Tax	398.30	461.17	1,158.90	562.85
Less: Tax	263.50	459.39	270.60	127.51
Profit before share in profit/(Loss) in associate	134.80	1.78	888.30	435.34
Share of profit / (Loss) of Associate	-	-	(6.90)	-
Profit for the period	134.80	1.78	881.40	435.34
Other comprehensive income/(Expenses) [net of tax]	0.50	2.67	1.70	3.20
Items that will not be reclassified to Profit or loss, net of tax	0.50	2.67	1.70	3.20
Total comprehensive income/(Expenses) for the period	135.30	4.45	883.10	438.54
Add: Balance brought forward from previous year	(145.64)	(150.09)	(364.79)	(809.07)
Add / (Less): on account of Consolidation Adjustment	-	-	(11.66)	-
Add / (Less): Share of minority	-	-	1.10	5.74
Profit available for appropriation	(10.34)	(145.64)	507.75	(364.79)
Transfer to General Reserve	-	-	-	-
Transfer to Debenture Redemption Reserve	-	-	-	-
Excess Losses pertaining to minority	-	-	-	-
Dividend on Equity Shares	(54.11)	-	(54.11)	-
Tax on Dividend	(11.36)	-	(11.36)	-
Balance carried over to Balance Sheet	(75.81)	(145.64)	442.28	(364.79)

Note: The figures for the previous periods have been regrouped / recast, wherever necessary, to make them comparable with the figures for the current periods.

2. OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE -

During the financial year 2017-18, net revenue from operations on standalone basis increased to Rs.3,058.60 Million as against Rs.531.45 Million in the previous year - a growth of 476%. Expense as a percentage to revenue from operations increased to 80% (Rs.2,460.40 Million) as against 63% (Rs.335.34 Million) in the previous year.

The Profit for the period is Rs.134.80 Million against Rs.1.78 Million in the previous financial year - a growth of 7,473%.

Net revenue from operations on consolidated basis increased to Rs.8,393.20 Million as against Rs.4,413.41 Million in the previous year - a growth of 90%. The Profit for the period is Rs.881.40 Million against Rs.435.34 Million in the previous year - a growth of 102%.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2017-18 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules made thereunder, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the âListing Regulationsâ). The Consolidated Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries (including step down subsidiaries) and associate companies, as approved by their respective Board of Directors.

The Consolidated Financial Statements together with the Auditorsâ Report form part of this Annual Report.

4. DIVIDEND

During the year under review, the Company has declared and paid to shareholders, an interim dividend of Rs.0.10 per share of Rs.1/-each fully paid up in month of March, 2018. In addition, the Directors have recommended payment of final dividend for the financial year 2017-18 of Rs.0.10/- per share of Rs.1/each fully paid up for the approval of the shareholders at the ensuing Annual General Meeting of the Company. The dividend recommended, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 2013. The aggregate dividend for the year will amount to Rs. 0.20/- per share of Rs.1/- each fully paid up.

The details of the unclaimed dividends are available on the Companyâs website at www.ia.ooo.

The Dividend Distribution Policy of the Company is set out as Annexure - A and the same is uploaded on the Companyâs website i.e. www.ia.ooo.

5. TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to general reserve.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

7. STATUS OF SCHEME OF AMALGAMATION

The Honâble National Company Law Tribunal, Ahmedabad Bench (âNCLTâ) had sanctioned the Scheme of Amalgamation between Avenues (India) Private Limited (âTransferor Companyâ) with your Company (âT ransferee Companyâ) and their respective shareholders and creditors (âSchemeâ) pursuant to the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder. The Scheme was approved by the shareholders, secured and unsecured creditors of the Company with requisite majority on March 15, 2018. A copy of the Order sanctioning the Scheme was issued to the Company by the Honâble NCLT on May 7, 2018 and certified true copy was received on May 9, 2018. The said Scheme has been made effective from May 10, 2018 with appointed date of April 1, 2017, on receipt of all the requisite approvals. As per the Order sanctioning the Scheme, all the assets and liabilities pertaining to Avenues (India) Private Limited situated at Mumbai, Gujarat and any other place transferred and vested to the Transferee Company.

In terms of the above Scheme, Transferee Company was required to issue and allot to each member of the Transferor Company in the following ratio:

- 2,600 (Two Thousand Six Hundred) fully paid Equity Shares of Rs.1/- each of Transferee Company credited as fully paid for every 100 (One Hundred) Shares of Rs.10/- each held in Transferor Company.

Accordingly, the Board of Directors of your Company had on May 30, 2018 allotted Equity Shares to the members of the Transferor Company in the above mentioned ratio.

The financial statements of this subsidiary were merged with the financial statements of your Company.

8. SUBSIDIARIES & ASSOCIATE COMPANIES

During the year under review, the following changes have taken place in subsidiary / associates:

Subsidiary companies formed/acquired:

- NSI Infinium Global Private Limited, a wholly owned subsidiary of the Company acquired 51% stake in DRC Systems India Private Limited. DRC Systems India Private Limited is a step-down subsidiary of your Company.

- Your Company acquired control in Avenues (India) Private Limited.

- Post Amalgamation of Avenues (India) Private Limited with your Company, Avenues Infinite Private Limited which was subsidiary of Avenues (India) Private Limited and associate of your Company, is now the wholly owned subsidiary of your Company.

Companies ceasing to be subsidiary companies/ ceased operations:

- Avenues (India) Private Limited merged with the Company by virtue of order dated May 07, 2018 of the Honâble National Company Law Tribunal (âNCLTâ), Ahmedabad Bench. The appointed date for the Scheme of amalgamation was April 1, 2017.

Associate Companies:

- Post Amalgamation of Avenues (India) Private Limited with your Company, Avenues Payments India Private Limited which was Associate of Avenues (India) Private Limited, is now the Associate of your Company.

After the close of financial year, Infibeam Global EMEA FZ-LLC, the wholly owned subsidiary of your Company, based in Dubai acquired 100% Shareholding of Vavian International Limited, a Company formed and registered in Dubai. Vavian International Limited is now step down wholly owned subsidiary Company. Pursuant to Section 129 (3) of the Companies Act, 2013 and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries and associates.

A separate statement containing the salient features of the financial performance of subsidiaries and associate in the prescribed form AOC - 1 is annexed to the Directorsâ Report as Annexure - B and forms part of this report. The Audited Consolidated financial statements together with Auditorsâ Report forms an integral part of the Annual Report.

The Policy for determining material subsidiaries is available on the Company website i.e. www.ia.ooo.

In terms of provisions of Section 136 of the Companies Act, 2013, separate audited accounts of the subsidiary Companies shall be available on website of the Company at www.ia.ooo. The Company will make available physical copies of these documents upon request by any shareholder of the Company/ subsidiary interested in obtaining the same. These documents shall also be available for inspection by any Member of the Company at the Registered Office of the Company during business hours between 11.00 A.M. to 2.00 P.M. on all working days of the Company (Except Saturday, Sundays and Public holiday) up to the date of the Annual General Meeting.

9. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 and any other provision of the Companies Act, 2013, read with rules made there under.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Malav Mehta (DIN: 01234736), Director will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with provisions of the Companies Act, 2013.

Mr. Piyushkumar Sinha (DIN: 00484132) was appointed as an Additional Director (Non-Executive Independent Director) of the Company, with effect from February 14, 2018. In accordance with the provision of Companies Act, 2013, Mr. Piyushkumar Sinha is being appointed as an Independent Director to hold office as per the tenure of appointment mentioned in the Notice of the ensuing Annual General Meeting of the Company.

Mr. Vishwas Patel (DIN: 00934823) was appointed as an Additional Director (Non-Executive Director) of the Company, by Board at its meeting held on February 14, 2018 and on recommendation of the Nomination and Remuneration Committee, the Board approved to change his designation to Executive Director and also approved the appointment and payment of remuneration as an Executive Director designated as a Director of the Company for period of 5 years with effect from August 14, 2018, subject to approval of the members at the ensuing Annual General Meeting. The Board of Directors on recommendation of the Nomination and Remuneration Committee has reappointed Mr. Vishal Mehta (DIN:03093563) as Managing Director of the Company for a period of 5 (five) years with effect from February 01, 2018, subject to approval of the members at the ensuing Annual General Meeting.

Brief details of Directors proposed to be appointment/ re-appointment as required under Regulation 36 of the SEBI LODR are provided in the Notice of the Annual General Meeting.

None of the Directors of the Company have resigned from the office of Director of the Company during the year.

The Company has received necessary declaration from all the Independent Directors confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Mr. Vishal Mehta, Managing Director, Mr. Hiren Padhya, Chief Financial Officer and Mr. Shyamal Trivedi, Vice President & Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). During the year, there was no change (appointment or cessation) in the office of KMP

11. DIRECTORâS RESPONSIBILITIES STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on March 31, 2018;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

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

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

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2017-18, 6 (Six) Board meetings were held. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

13. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.

This Policy is available on the website of the Company i.e. www.ia.ooo.

14. BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2017-18 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Managementâs Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), is presented in a separate section, forming part of the Annual Report.

16. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretaries on its compliance forms part of this Report as Annexure - C.

17. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance forms part of this Report as Annexure - D.

18. SUB-DIVISION OF SHARES

The sub-division of equity shares of your Company from face value of Rs.10/- each to face value of Rs.1/each (âStock Splitâ) and consequent alteration in Capital Clause of Memorandum of Association of your Company was approved by the Members on August 11, 2017 at the Extra Ordinary General Meeting. The âRecord Dateâ for the purpose of ascertaining the Members entitled to receive the said sub-divided equity shares was fixed by the Board as September 1, 2017. Subsequently, your Company has issued ten (10) sub-divided equity shares of Rs.1/- each in lieu of one (1) equity share of Rs.10/- each to the eligible Members of the Company. In case of Members holding equity shares of your Company in physical form, the Company, without requiring the surrender of old share certificate(s), has directly issued and dispatched the new share certificate(s) for the sub-divided equity shares of Rs.1/- each. The said new share certificate(s) were issued in lieu of the old share certificate(s), which were deemed to have been automatically cancelled and be of no effect. In the case of equity shares of the Company held in dematerialised form, the subdivided equity shares have been duly credited to the respective beneficiary accounts of the Members with the respective Depository Participants, as per the existing credits representing the equity shares of the Company.

In view of the aforesaid Stock Split, the number of equity shares of your Company and price of underlying equity share in the stock markets has been correspondingly adjusted by the Stock Exchanges, where your Companyâs shares are listed i.e. the BSE Limited and the National Stock Exchange of India Limited.

19. CHANGE IN SHARE CAPITAL

During the Financial Year 2017-18, the total issued and paid-up equity share capital of the Company as on March 31, 2018 has been increased from Rs.538.94 million to Rs.542.78 million pursuant to the allotment of 3,84,419 equity shares.

The paid up Equity Share Capital as on March 31, 2018 was Rs.54,27,83,390 divided into 54,27,83,390 equity shares of Rs.1/- each and as on date Rs.66,33,92,240 divided into 66,33,92,240 equity shares of Rs.1/- each.

20. ALLOTMENT OF EQUITY SHARES

- The Company during the Financial Year 2017-18, after obtaining necessary approvals, has allotted, 1. 3,84,419 Equity Shares of Rs.10/- each on May 30, 2017, to its eligible employees of the Company & its subsidiaries under both the Schemes - Employees Stock Option Plan 2013-14 and Employees Stock Option Plan 2014-15. After the issue, the Equity Share Capital of the Company stood at Rs.542.78 million.

- The Company after the closing of Financial Year 2017-18, after obtaining necessary approvals, has allotted,

1. 11,98,60,000 Equity Shares of Rs.1/- each on May 30, 2018, to the Shareholders of Avenues (India) Private Limited pursuant to the Scheme of Amalgamation as approved by the Honâble National Company Law Tribunal, Ahmedabad Bench vide its order dated May 7, 2018. After the issue, the Equity Share Capital of the Company stood at Rs.662.64 million.

2. 7,48,850 Equity Shares of Rs.1/- each on July 6, 2018, to its eligible employees of the Company & its subsidiaries under both the Schemes - Employees Stock Option Plan 2013-14 and Employees Stock Option Plan 2014-15. After the issue, the Equity Share Capital of the Company stood at Rs.663.39 million.

21. PREFERENTIAL ISSUE OF WARRANTS

The Company, after obtaining necessary approvals, has issued and allotted 21,45,002 fully convertible warrants to TV18 Broadcast Limited on March 29, 2018, convertible into 21,45,002 equity shares of Rs.1/each of the Company at a price of 186.48/- (including premium) per warrant on a preferential basis. The said convertible warrants are exercisable within a period of 18 months from the date of its allotment. There are no material variations between the projections and actual utilisation of the funds raised through Preferential Issue by the Company during the year 2017-18.

22. CREDIT RATING:

On April 16, 2018, ICRA Limited (âICRAâ), the Credit Rating Agency has assigned long term rating of [ICRAl A (Stable) (pronounced as ICRAA plus) with a stable outlook for the purpose of bank facilities of the Company.

23. CHANGE IN THE NAME OF THE COMPANY:

The name of the Company was changed from âInfibeam Incorporation Limitedâ to âInfibeam Avenues Limitedâ with effect from July 23, 2018. The Change of name is consequent to reflect the Companyâs merger with one of Indiaâs leading payments services provider, Avenues (India) Private Limited. Our corporate website has also been renamed from www.infibeam.ooo to www.ia.ooo and also the general / corporate / investorsâ email id of the Company has been changed from [email protected] to [email protected].

24. CHANGE IN THE NATURE OF BUSINESS:

Basic nature of business of the Company remains same and there is no change in business. However, the Company has expanded and diversified its scope of operations to Online Payment Gateway, online reservation solution for hotels, online event and admission collection solution etc. The Members of the Company at its Extra-Ordinary General Meeting held on June 28, 2018 approved to supplement the existing main objects clause by re-stating / elaborating main objects of the Company and deleted other objects of the Company.

25. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year under review, the Company with the approval of Members through postal ballot, effective September 25, 2017 the Registered and Corporate Office of the Company was shifted to 28th Floor, GIFT Two Building, Block No. 56, Road - 5C, Zone - 5, GIFT CITY, Gandhinagar, Taluka & District - Gandhinagar -382 355 Gujarat, India.

26. COMMITTEES OF THE BOARD

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report which forms part of this report.

The Annual Report on CSR activities is annexed to this Report as Annexure - E.

The CSR policy is available on your Companyâs website www.ia.ooo.

28. AUDITORS

I. STATUTORY AUDITORS

M/s. S R B C & Co. LLP, Chartered Accountants, were appointed at the Annual General Meeting held on September 15, 2016, as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial Year 2020-21. Your Company has received letter from M/s. S R B C & Co. LLP, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made thereunder and that they are not disqualified for such appointment.

On recommendation of Audit Committee, the Board of Directors appointed of M/s. Shah & Taparia, Chartered Accountant (Firm Registration No. - 109463W) as the Joint Statutory Auditor, for a period of five (5) years i.e. from conclusion of this Annual General Meeting till the conclusion of 13th Annual General Meeting to be held in the calendar year 2023, subject to approval of the members at the ensuing Annual General Meeting.

M/s. B S R & Associates LLP, Chartered Accountants, were appointed at the Annual General Meeting held on September 30, 2014 as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial Year 2018-19. However, vide their letter dated March 15, 2018 they expressed their inability to continue as Statutory Auditors of your Company and the Board of Directors accepted their resignation. Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rule issued thereunder (including any statutory modification (s) or re-enactment(s) for the time being in force), from both M/s S R B C & Co. LLP and M/s. Shah & Taparia.

- Statutory Auditorsâ Report

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143 (12) of the Companies Act, 2013. The Auditorsâ Report is enclosed with the financial statements in this Annual Report.

II. SECRETARIAL AUDITOR

I n terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company at its meeting held on May 30, 2018 has appointed M/s. SPANJ & Associates, Company Secretaries, as the Secretarial Auditor to conduct an audit of the secretarial records, for the Financial Year 2018-19.

- Secretarial Audit Report

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. SPANJ & Associates, Company Secretaries. The said Report is attached with this Report as Annexure - F.

There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

29. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 the Companies Act, 2013 read with the rules made there under, the extract of Annual Return of the Company in form MGT-9 is enclosed as Annexure - G to this report.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2018, are set out in Note 26 to the Standalone Financial Statements forming part of this report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an armâs length basis.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered âmaterialâ (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2. However, you may refer to Related Party transactions in Note No. 26 of the Standalone Financial Statements.

32. PARTICULARS OF EMPLOYEES

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

The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the Report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company till the date of the ensuing Annual General Meeting during business hours on working days of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

33. VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Act and Listing Regulations, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companyâs website at www.ia.ooo.

34. INTERNAL FINANCIAL CONTROLS

I nternal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

35. RISK MANAGEMENT

The Company has a Risk Management Policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorisation of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

36. DETAILS OF EMPLOYEE STOCK OPTION PLANS

During the year, 7,03,450 options were granted to eligible employees of the Company in terms of Employees Stock Option Plan.

The Schemes are in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 (âSBEB Regulationsâ). The Company has received a certificate from the Auditors of the Company that the Schemes are implemented in accordance with the SBEB Regulations. The certificate would be available at the Annual General Meeting for inspection by members. The applicable disclosures as stipulated under SBEB Regulations with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.ia.ooo.

37. EMPLOYEE SAR SCHEME

The Board of Directors of the Company at its meeting held on July 13, 2017 and members in the Extra Ordinary General Meeting held on August 11, 2017 have approved the Infibeam Stock Appreciation Rights Scheme 2017 (âSchemeâ) as per SEBI (Share Based Employee Benefits) Regulation, 2014 for employees of the Company as well as for Subsidiary Companies and also to set up Infibeam Employees Welfare Trust (âTrustâ) for the implementation of Scheme to acquire the Equity Shares from secondary market by the Trust.

The Scheme is in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 (âSBEB Regulationsâ). The Company has received a certificate from the Auditors of the Company that the Scheme is implemented in accordance with the SBEB Regulations. The certificate would be available at the Annual General Meeting for inspection by members. The applicable disclosures as stipulated under SBEB Regulations with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.ia.ooo.

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

The disclosures to be made under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under

i) Conservation of Energy

Steps taken or Impact on Conservation of Energy: The Company strives and makes conscious efforts to reduce its energy consumption through business operations of the Company which are not energy intensive. Some of the measures undertaken are listed below:

1. Usage of LED lights at office spaces that are more energy efficient.

2. Regular monitoring of temperature inside the office premises and controlling the Air Conditioning system.

3. Rationalisation of usage of electricity

4. Planned preventive maintenance

ii) Technology Absorption

The Company by itself operates into the dynamic information technology space. The Company has adequate members in Technology development functions and keep updating the changes in technology.

iii) Foreign Exchange earnings and outgo

Further during the year under review, details of foreign exchange earnings and outgo are as given below:

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

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. No complaint has been received by the Company under this Policy during the year 2017-18. The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

40. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. The Code of Conduct of Board of Directors is also available on your Companyâs website www.ia.ooo.

41. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

42. OTHER DISCLOSURES

- The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

- The Audit Committee comprises namely Mr. Keyoor Bakshi (Chairman), Mr. Vishal Mehta and Mr. Roopkishan Dave. During the year all the recommendations made by the Audit Committee were accepted by the Board;

- The Managing Director of the Company has not received any remuneration or commission from any of Companiesâ subsidiary;

- The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

- As observed by the Statutory Auditors, the Company had maintained proper records of its Fixed Assets situated at the Corporate Office. However, certain records of Fixed Assets situated at the office of Avenues (India) Private Limited (since merged with the Company) were not updated. However, such records were duly updated while taking over the assets of Avenues (India) Private Limited on the effective date of the merger i.e. May 10, 2018. Thus, while the assets of Avenues (India) Private Limited are included on the date of Balance Sheet of the Company i.e. March 31, 2018, the updation of records and its verification was done subsequent to the date of balance sheet. No discrepancies were observed while carrying out such verification.

43. ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the clients of the Company and all its shareholders.

For and on behalf of Board of Directors

Ajit Mehta

Place: Gandhinagar Chairman

Date: September 4, 2018 [DIN: 01234707]

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting their 7^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2017.

1. FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2017 is summarized below:

(Rupees in Millions)

Particulars	Standalone		Consolidated
Particulars	FY 2016-17	FY 2015-16	FY 2016-17	FY 2015-16
Revenue from Operations (Net)	531.45	431.13	4413.41	3369.50
Other Income	361.15	181.49	163.61	54.95
Operating Profit before Finance Cost, Depreciation and Tax	557.26	268.39	830.27	274.08
Less: Finance Cost	32.82	2.07	42.64	11.48
Profit before Depreciation and Tax	524.44	266.32	787.63	262.6
Less: Depreciation and amortization expenses	63.27	42.35	224.78	175.38
Profit before Tax	461.17	223.97	562.85	87.22
Less: Tax	459.39	(194.74)	127.51	(0.63)
Profit from ordinary activities	1.78	418.71	435.34	87.85
Share of profit / (Loss) of non-controlling interest	-	-	(5.74)	(5.86)
Profit for the period	1.78	418.71	441.08	93.71
Other comprehensive income/(Expenses) Items that will not be reclassified to Profit or loss, net of tax	2.67	(0.29)	6.82	(0.81)
Total comprehensive income/(Expenses) for the period	4.45	418.42	447.90	92.90
Add: Balance brought forward from previous year	(150.09)	(563.51)	(809.07)	(896.97)
Less: Other adjustment	-	-	(3.62)	-
Profit available for appropriation	(145.64)	(145.09)	(364.79)	(804.07)
Transfer to General Reserve	-	-	-	-
Transfer to Debenture Redemption Reserve	-	5.00	-	5.00
Excess Losses pertaining to minority	-	-	-	-
Adjustment on account of depreciation	-	-	-	-
Balance carried over to Balance Sheet	(145.64)	(150.09)	(364.79)	(809.07)

2. OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

Vide notification dated February 16, 2015, the Ministry of Corporate Affairs notified the Indian Accounting Standards ("Ind AS") to be applicable to certain class of companies including listed companies, for the accounting periods beginning on or after April 1, 2016, with comparatives to be provided for the period ending on March 31, 2016. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013. The standalone and consolidated financial statements for the financial year ended March 31, 2017, forming part of this Annual Report, have been prepared in accordance with Ind AS with a transition date of April 1, 2015. Explanations capturing areas of differences and reconciliations from Indian GAAP to Ind AS have been provided in the notes to accounts to the standalone and consolidated financial statements.

Net revenue from operations on standalone basis increased to Rs, 531.45 million as against Rs, 431.13 million in the previous year - a growth of 23.27%. The Company has earned Profit before Finance Cost and Depreciation of Rs, 557.26 million during the year under review compared to profit of Rs, 268.39 million during FY 2015-16 - grew by 107.63%. The above results have been achieved by service led sales resulted in more comprehensive customer engagement. After providing for Depreciation, Prior period adjustments and Taxation, the Net Profit for the year under review stood at Rs, 1.78 million compared to profit of Rs, 418.71 million during FY 2015-16. Current year''s net profit remained lesser in view of tax impact under IND AS transition.

Net revenue from operations on consolidated basis increased to Rs, 4,413.41 million as againstRs, 3,369.50 million in the previous year - a growth of 30.98%. The Company has earned Profit before Finance Cost and Depreciation of Rs, 830.27 million during the year under review compared to Rs, 274.08 million during FY 2015-16 - grew by 202.93%. The above results have been achieved by service led sales resulted in more comprehensive customer engagement. After providing for Depreciation, Prior period adjustments and Taxation, the Net profit after minority interest for the group for the current year stood at Rs, 441.08 million as against profit of Rs, 93.71 million in the previous year -a growth of 370.69 %.

3. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of your Company for

the Financial Year 2016-17 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules made there under, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulationsâ). The Consolidated Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries (including step down subsidiaries) and associate companies, as approved by the respective Board of Directors.

4. SUBSIDIARIES

During the year, the Board of directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements include the Financial Statements of its Subsidiaries. Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed Form AOC-1 has been disclosed in the Consolidated Financial Statements given in this Report as Annexure - A.

Any member desirous of obtaining a copy of the said financial statements may write to the Company at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company www.infibeam.ooo. These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM as required under Section 136 of the Companies Act, 2013.

During the year under review, your Company has formed a Wholly Owned Subsidiary Company with Registration No. 93697 as a Free Zone Limited Liability Company namely "Infibeam Global EMEA FZ - LLC" (Incorporation Date - 17.07.2016) at Dubai Internet City, Dubai to develop the business activities of the Company in Asia, Middle East and Africa.

5. MERGER OF AVENUES (INDIA) PRIVATE LIMITED ("CC AVENUE") WITH THE COMPANY

In order to improve operational efficiency, the Board of Directors of the Company in its meeting held on July 13, 2017, after considering the recommendations of the Audit Committee, approved the amalgamation of Avenues (India) Private Limited with the Company through a Scheme of Amalgamation ("Scheme") under Section 230 to 234 of the Companies Act, 2013 subject to necessary approvals of Shareholders, Creditors, the Registrar of Companies, the Stock Exchanges, Hon''ble National Company Law Tribunal, Securities and Exchange Board of India and/or other competent statutory/regulatory authorities and other third party approvals, as may be applicable. The Company has applied for observation letters on July 17, 2017 to BSE Limited and the National Stock Exchange of India Limited, in terms of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company and its Subsidiaries is given in this Report, appearing separately on page 24.

7. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the

Listing Regulations, detailing the various initiatives taken by your Company on the environmental, social and governance front is given in this Report as Annexure - B.

8. TRANSFER TO RESERVES

The Company does not propose to transfer any amount to general reserve.

9. DIVIDEND

In order to conserve resources for business expansion, your directors do not recommend any dividend for the Financial Year 2016-17.

The Dividend Distribution policy is available on your Company''s website www.infibeam.ooo and annexed with this Annual Report as Annexure - C.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments other than disclosed as part of this report, affecting the financial position of the Company have accrued between March 31, 2017 and the date of the report.

11. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

12. CHANGE IN SHARE CAPITAL

During the Financial Year 2016-17, the Paid up Share Capital of the Company has been increased from Rs, 530.91 million to Rs, 538.94 million pursuant to allotment of 8,02,599 Equity Shares of the face value of Rs, 10/- each.

The paid up Equity Share Capital as on March 31, 2017 was Rs, 53,89,39,200.

13. ALLOTMENT

The Company during the Financial Year 2016-17 after obtaining necessary approvals, has allotted,

1. 2,70,900 Equity Shares of Rs, 10/- each on September 26, 2016, to the Employees under both (SOP Schemes. After the issue, the Equity Share Capital of the Company stood at Rs, 533.62 million.

2. 23,532 Equity Shares of Rs, 10/- each on December 8, 2016, to the Employees under both t SOP Schemes. After the issue, the Equity Share Capital of the Company stood at Rs, 533.86 million.

3. 66,986 Equity Shares of Rs, 10/- each on February 6, 2017, to the Employees under both ESOP Schemes. After the issue, the Equity Share Capital of the Company stood at ? 534.53 million.

4. 4,818 Equity Shares of Rs, 10/- each on March 24, 2017, to the Employees under both ESOP Schemes. After the issue, the Equity Share Capital of the Company stood at Rs, 534.58 million.

5. 4,36,363 Equity Shares of Rs, 10/- each and at premium of Rs, 1,365/- on March 24, 2017, to the Bennett Coleman and Company Limited ("BCCL"), Non-promoter Body Corporate on preferential issue basis upon conversion of one Convertible Warrant of Rs, 600 million (Rupees Six Hundred Million Only), after complying provisions and guidelines undei the Companies Act, 2013, SEBI (Issue of Capital & Disclosure Requirement) Regulations, 2009 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. After the issue, the Equity Share Capital of the Company stood at Rs, 538.94 million.

14. ALLOTMENT OF ONE CONVERTIBLE WARRANT TO NONPROMOTER ON PREFERENTIAL BASIS:

The Company, after obtaining necessary approvals, has issued and allotted one convertible warrant of Rs, 600 million on March 6, 2017 to Non-Promoter(s) on Preferential Issue basis after complying relevant provisions and guidelines under the Companies Act, 2013, SEBI & Listing Regulations. The said warrant was converted in to 4,36,363 Equity Shares of Face Value of Rs, 10/- each and Premium of Rs, 1,365/- per Equity Share on March 24, 2017.

There are no material variations between the projections and actual utilization of the funds raised through Preferential Issue by the Company during the year 2016-17.

15. SPLIT OF EQUITY SHARES

The Board of Directors of the Company at its meeting held on July 13, 2017 has approved the split of Equity Shares of the Company from Face Value of Rs, 10/- each into 10 Equity Shares of Face Value of Rs, 1/- each subject to approval of members of the Company. The said split of Equity Shares was approved by the members in the Extra Ordinary General Meeting held on August 11, 2017 and our Company is in the process of implementing the said decision of split of Equity Shares.

16. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Vishal Mehta, Managing Director, is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. The details of Director being recommended for re-appointment as required under the Listing Regulations are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

The Independent Directors of your Company are not liable to retire by rotation.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2016-17, 6 (Six) Board meetings were held. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

18. DIRECTOR''S RESPONSIBILITIES STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 being end of the Financial Year 201617 and of the profit of the Company for the year;

preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

(v) The Directors, in the case of a Listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

19. DECLARATION BY INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT, IF ANY

Your Company has received declaration from all the Independent Directors confirming tliat they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. NOMINATION AND REMUNERATION POLICY OF THE COMPANY

The Company''s Policy relating to appointment of Directors, payment of managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is available on the Company''s website www.infibeam.

There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors, if any, is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

21. ANNUAL EVALUATION OF BOARD PERFORMANCE

The Board of Directors have carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing regulations.

22. AUDITORS

1. Statutory Auditors

A. At the Annual General Meeting held on September 30, 2014, M/s. B S R & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial Year 2018-19. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. B S R & Associates LLP, Chartered Accountants as Statutory auditors of the Company, is placed for ratification by the shareholders.

B. At the Annual General Meeting held on September 15, 2016, M/s. S R B C & Co. LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial Year 202021. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S R B C & Co. LLP, Chartered Accountants as Statutory auditors of the Company, is placed for ratification by the shareholders.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rule issued there under

(including any statutory modification (s) or re-enactment(s) for the time being in force), from both M/s. S R B C & Co. LLP and M/s. B S R & Associates LLP Further, both have confirmed that they hold a valid certificate issued by the Peer Review Board of The Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

- STATUTORY AUDITORS'' REPORT

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143 (12) of the Companies Act, 2013.

II. Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013, the

Board of Directors of your Company at its meeting held on May 30, 2017 has appointed M/s. SPANJ & Associates, Company Secretaries, as the Secretarial Auditor to conduct an audit of the secretarial records, for the Financial Year 2017-18.

- SECRETARIAL AUDIT REPORT

There are no remarks / qualification in the Secretarial Audit

Report, hence no explanation has been offered.

23. EXTRACT OF ANNUAL RETURN

The extract of Annual return in Form MGT - 9 has been attached herewith as Annexure - E.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2017, are set out in Note [26] to the Standalone Financial Statements forming part of this report.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at www.infibeam.ooo. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

26. PARTICULARS OF EMPLOYEES

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

The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the Report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company till the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

27. COMMITTEES OF THE BOARD

As on March 31, 2017, the Board had Four (4) Committees: the audit committee, the nomination and remuneration committee, the stakeholder''s relationship committee and the corporate social responsibility committee, in term of the requirement of the Act and Listing Regulations. For detailed note on the composition of the Committees is provided in the Corporate Governance Report, which forms part of this report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has incurred losses in two Financial Years out of three immediately preceding Financial Years. Hence, the Company is not required to spend any amount for CSR activities in Financial Year 2016-17.

The CSR policy is available on your Company''s website www. infibeam.

29. VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company.

Any incidents that are reported are investigated and suitable action taken in line with the whistle blower policy. The Whistle Blower Policy is also available on your Company''s website www. infibeam.

30. INTERNAL FINANCIAL CONTROLS

The Board of Directors of your Company is satisfied with the Internal Financial Control process. These are reviewed periodically and made part of work instructions or processes in the Company. The Company continuously tries to automate these controls to increase its reliability. The Directors have in the Directors Responsibility Statement under paragraph (e) confirmed the same to this effect.

31. RISK MANAGEMENT

The Company has a Risk Management Policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

32. DETAILS OF EMPLOYEE STOCK OPTION PLANS

During the Financial Year 2016-17, 3,58,223 options were granted to eligible employees of the Company and 3,66,236 options were exercised by the employees after vesting in both the ESOP Schemes. Accordingly, the Company has made the allotment of 2,70,900 equity shares on September 26, 2016, 23,532 equity shares on December 8, 2016, 66,986 equity shares on February 6, 2017 and 4,818 equity shares on March 24, 2017 against the options exercised by the employees.

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.infibeam. and web link for the same is http://www.infibeam.ooo/ investor desk/ESOP details.

33. EMPLOYEE SAR SCHEME

The Board of Directors of the Company at its meeting held on July 13, 2017 has approved the Infibeam Stock Appreciation Rights Scheme 2017 (''Scheme'') as per SEBI (Share Based Employee Benefits) Regulation, 2014 for employees of the Company as

well as for Subsidiary Companies and also to set up Infibeam Employees Welfare Trust ("Trust") for the implementation of Scheme to acquire the Equity Shares from secondary market by the Trust. The said Scheme was approved by the members in the Ixtra Ordinary General Meeting held on August 11, 2017.

34. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms an integral part of this report is attached herewith as Annexure - G.

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

The particulars as required in respect of conservation of energy and technology absorption has not been furnished considering the nature of activities undertaken by the Company during the year under review.

Further during the year under review, details of foreign exchange earnings and outgo are as given below:

(Rupees in Millions)

Particulars

Financial

Year

2016-17

Financial

Year

2015-16

Earning in Foreign Currencies

249.78

129.34

Expenditure in Foreign Currencies

40.23

17.85

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

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. No complaint has been received by the Company under this Policy during the year 2016-17.

37. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. The Code of Conduct of Board of Directors is also available on your Company''s website www.infibeam.ooo.

38. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

39. ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued cooperation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.

For and on behalf of Board of Directors of

Infibeam Incorporation Limited

Ajit Mehta

Place : Ahmadabad Chairman

Date : August 14, 2017 [DIN: 01234707]

Mar 31, 2016

The Directors have pleasure in presenting their 6th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2016 is summarised below:

(Rupees in Million)

Particulars Standalone Consolidated

2015-16 2014-15 2015-16 2014-15

Revenue from Operations (Net) 431.13 292.25 3369.50 2882.02

Other Income 0.85 1.91 54.95 69.45

Operating Profit before Finance Cost, 87.32 -55.28 272.84 43.25 Depreciation and Tax

Less: Finance Cost 2.07 1.26 11.48 13.68

Profit before Depreciation and Tax 85.25 -56.54 261.36 29.56

Less: Depreciation and amortisation expenses 42.35 25.48 175.38 130.95

Profit before Tax 42.90 -82.02 85.98 -101.39

Less: Tax 0.09 0 -0.63 -0.25

Net Profit for the year 42.81 -82.02 86.61 -101.14

Add: Balance brought forward from previous year -308.87 -226.86 -901.69 -800.25

Less: Share of Loss transferred to minority 0 0 5.86 5.71

Less: Share of Loss of associates 0 0 0 -5.71

Profit available for appropriation -266.06 -308.88 -809.23 -901.38

Transfer to General Reserve 0 0 0 0

Transfer to Debenture Redemption Reserve 5.00 0 5.00 0

Excess Losses pertaining to minority 0 0 3.36 0

Adjustment on account of depreciation 0 0 0 -0.31

Balance carried over to Balance Sheet -271.06 -308.88 -817.59 -901.69

2. OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

Net revenue from operations on standalone basis increased to Rs.431.13 Million as against Rs.292.25 Million in the previous year - a growth of 47.52%. The Company has earned Profit before Finance Cost and Depreciation of Rs.87.32 Million during the year under review compared to loss of Rs.55.29 Million during 2014-15. The above results have been achieved by service led sales resulted in more comprehensive customer engagement. After providing for Depreciation, Prior period adjustments and Taxation, the Net Profit for the year under review stood at Rs.42.81 Million compared to loss of Rs.82.02 Million during 2014-15.

Net revenue from operations on consolidated basis increased to Rs.3369.50 Million as against Rs.2882.02 Million in the previous year - a growth of 16.91%. The Company has earned Profit before Finance Cost and Depreciation of Rs.272.84 Million during the year under review compared to Rs.43.25 Million during 2014-15. The above results have been achieved by service led sales resulted in more comprehensive customer engagement. After providing for Depreciation, Prior period adjustments and Taxation, the Net profit after minority interest for the group for the current year stood at Rs.86.61 Million as against loss of Rs.101.14 Million in the previous year-a growth of 185.63%.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2015-16 and the date of this report.

3. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of your Company for the financial year 2015-16 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules made thereunder, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"). The Consolidated Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

4. SUBSIDIARIES

During the year, Board of directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company which include the Financial Statements of its Subsidiaries. Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed Form AOC-1 has been disclosed in the Consolidated Financial Statements given in this Report as Annexure - A.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the Subsidiary Companies on its website at www.infibeam.ooo.

The Company will make available physical copies of these documents upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.

These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company and its Subsidiaries is given in this Report as Annexure - B.

6. RESERVES

The Company does not propose to transfer any amount to general reserve due to Inadequacy of Profit.

7. DIVIDEND

In order to conserve resources for business expansion, your directors do not recommend any dividend for the Financial Year 2015-16.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the Financial Year ended March 31, 2016.

9. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) for the time being in force).

10. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ajit C. Mehta, Chairman and Non- Executive Director, is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. The details of Director being recommended for re-appointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

The Independent Directors of your Company are not liable to retire by rotation.

CHANGES IN KEY MANAGERIAL PERSONNEL:

Name of KMP Date of Appointment / Resignation Appointment / Resignation

Mr. Deepak Pandya 22-05-2015 Resignation

Mr. Lalji Vora 23-05-2015 Appointment

Mr. Lalji Vora 01-10-2015 Resignation

Mr. Shyamal Trivedi 01-10-2015 Appointment

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2015-16, 19 (Nineteen) Board meetings were held. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

12. DIRECTOR''S RESPONSIBILITIES STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at March 31, 2016 being end of the financial year 2015-16 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

(v) The Directors, in the case of a Listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

13. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

14. FAMILIARISATION PROGRAMME

The Company undertook various steps to make the Independent Directors have full understanding about the Company. The policy of such familiarisation programmes have been disclosed on the Company''s website www.infibeam.ooo.

15. NOMINATION AND REMUNERATION POLICY OF THE COMPANY

In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its meeting held on March 31, 2016, approved a policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

The Company''s Policy relating to appointment of Directors, payment of managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure - C and forms part of this Report.

16. FORMAL ANNUAL EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held during the year reviewed the performance of the Board, its chairman and Non-Executive Directors and other items as stipulated under the Listing regulations.

17. AUDITORS

I. STATUTORY AUDITORS

A. At the Annual General Meeting held on September 30, 2014, M/s. B S R & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial Year 2018-19. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. B S R & Associates LLP, Chartered Accountants as Statutory auditors of the Company, is placed for ratification by the shareholders.

B. The Audit Committee and the Board of Directors recommends the appointment of M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No. - 324982E/ E300003) as the Joint Statutory Auditors, for a period of five (5) years i.e. from conclusion of the 6th Annual General Meeting till the conclusion of 11th Annual General Meeting, subject to ratification of appointment by the shareholders at every Annual General Meeting.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re- enactment(s) for the time being in force), from both M/s. S R B C & Co. LLP and M/s. B S R & Associates LLP. Further, both have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

- STATUTORY AUDITORS'' REPORT

The observations of Statutory Auditors in their reports on standalone and consolidated financials are self-explanatory and therefore do not call for any further comments.

II. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company at its meeting held on May 30, 2016 has appointed M/s. SPANJ & Associates, Company Secretaries, as the Secretarial Auditor to conduct an audit of the secretarial records,for the financial year 2016-17.

- SECRETARIAL AUDIT REPORT

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. SPANJ & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - D.

There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

18. EXTRACT OF ANNUAL RETURN

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - E.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2016, are set out in Note [34] to the Standalone Financial Statements forming part of this report.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134 (3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the Financial Year 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 or arrangement with related parties which could be considered ''material'' according to the policy of the Company on Materiality of Related Party Transactions.

21. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ''Annexure F (i)'' which forms part of this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ''Annexure F (ii)'' which forms part of this report.

22. AUDIT COMMITTEE

The Board of Directors have constituted Audit Committee. For details of the Audit Committee, please refer to the Corporate Governance Report, which forms part of this report.

23. NOMINATION AND REMUNARATION COMMITTEE

The Board of Directors have constituted Nomination and Remuneration Committee. For details of the Nomination and Remuneration Committee, please refer to the Corporate Governance Report, which forms part of this report.

24. STAKEHOLDER''S RELATIONSHIP COMMITTEE

The Board of Directors have constituted Stakeholder''s Relationship Committee. For details of the Stakeholder''s Relationship Committee, please refer to the Corporate Governance Report, which forms part of this report.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Board of Directors have constituted Corporate Social Responsibilities Committee. consisting of the following:

1. Mrs. Vijaylaxmi Sheth - Chairman

2. Mr. Vishal Mehta - Member

3. Mr. Malav Mehta - Member

In adherence to Section 135 of the Companies Act, 2013, the Board of Directors of the Company constituted CSR Committee and adopted CSR Policy in its Meeting held on May 30, 2016. However, the same is not applicable to your Company during the financial year under review.

The detail about CSR policy is available on your Company''s website www.infibeam.ooo and annexed with this Report as Annexure - G.

26. VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The employees can raise concerns regarding any discrimination, harassment, victimisation, any other unfair practice being adopted against them or any instances of fraud by or against your Company.

Any incidents that are reported are investigated and suitable action taken in line with the whistle blower policy. The Whistle Blower Policy is also available on your Company''s website www.infibeam.ooo.

27. INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditor places Internal Audit reports before the Board of Directors.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and corrective actions thereon are presented before the Board.

28. RISKS MANAGEMENT POLICY

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorisation of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

29. CHANGE IN SHARE CAPITAL

During the Financial Year 2015-16, the Authorised Share Capital of the Company has been increased from Rs.43,00,00,000 to Rs.63,00,00,000 pursuant to a resolution passed by shareholders in their meeting held on June 25,2015.

During the Financial Year 2015-16, the Paid up Share Capital of the Company has been increased from Rs.42,56,04,800 to Rs.53,09,13,210 pursuant to allotment of 1,05,30,841 Equity Shares of the face value of Rs.10/- each.

30. ALLOTMENT

The Company during the Financial Year 2015-16 after obtaining necessary approvals, have allotted,

1. 5,000 Equity Shares of Rs.10/- each on July 15, 2015, to the Employees under ESOP Scheme - 1. After the issue, the Equity Share Capital of the Company stood at Rs.42,56,54,800.

2. 6,250 Equity Shares of Rs.10/- each on September 5, 2015, to the Employees under ESOP Scheme - 1. After the issue, the Equity Share Capital of the Company stood at Rs.42,57,17,300.

3. 1,02,925 Equity Shares of Rs.10/- each on February 1, 2016, to the Employees under ESOP Scheme - 1&2. After the issue, the Equity Share Capital of the Company stood at Rs.42,67,46,550.

4. 1,04,16,666 Equity Shares of Rs.10/- each on March 31, 2016, to the shareholders under Initial Public Offer after complying guidelines under SEBI (Issue of Capital & Disclosure Requirement) Regulations, 2009. After the issue, the Equity Share Capital of the Company stood at Rs.53,09,13,210.

31. INITIAL PUBLIC OFFER

During the year ended March 31, 2016, the Company has raised funds pursuant to Initial Public Offering ("IPO") for the purpose of setting up of cloud data centre, purchase of property, for shifting and setting up of its registered and corporate office, setting up of 75 logistic centres, purchase of software and for general corporate purposes. The Company issued 1,04,16,666 equity shares at face value of Rs.10/- and Premium of Rs.422/- and the aggregate issue price of Rs.432/- per equity share.

32. DEMATERIALISATION OF EQUITY SHARES

Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE483S01012.

33. LISTING

The Equity Shares of the Company have been listed on the BSE Limited via ID 539807 and National Stock Exchange of India Limited (NSE) via ID INFIBEAM w.e.f. April 4, 2016 and consequently the Company has become a listed entity with effect from that date.

34. DETAILS OF EMPLOYEE STOCK OPTION PLANS

During the Financial Year 2015-16, 4,08,904 options were granted to eligible employees of the Company and 1,14,175 options were exercised by the employees after vesting in both the ESOP Schemes. Accordingly the Company has made the allotment of 5,000 equity shares on July 15, 2015, 6,250 equity shares on September 5, 2015 and 1,02,925 equity shares on February 1, 2016 against the options exercised by the employees.

The applicable disclosures as stipulated under the SEBI Regulations as on March 31, 2016 with regard to Employees Stock Option Plans are given below:

Disclosure regarding Employees Stock Option Plans of the Company for the year ended March 31, 2016

Sr. Description Details No.

1. Date of Shareholder''s Approval Scheme 1 : 30.03.2013

Scheme 2 : 31.03.2014

2. Total Number of Options approved under ESOP Scheme 1: up to 1.50% of the paid up of the Company

Scheme 2: up to 3.00% of the paid up of the Company

3. Vesting Period 1 year from the grant of option

4. Exercise Period / Exercise Price The employee stock options granted shall be capable of being or Pricing Formula excerised within a period of Five (5) years from the date of grant subject to vesting of the resepective employee stock options.

The exercise price shall be Rs.10 per option or such other price as the board/committee decides, from time to time (share of a face value of Rs.10 each).

5. Sources of Shares Primary

6. Variation in terms of options None

7. Method used to account for ESOP Fair Value

8. Where the company opts for expensing of the N. A. options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall be disclosed

9. Option movement during the year

a. Number of options outstanding at the Scheme 1 : Nil beginning of the period Scheme 2 : 14,40,695

b. Number of options granted during the year Plan No. of option

Scheme 2 2,51,995

c. Number of options forfeited/ lapsed during Plan No. of option the year Scheme 2 1,89,481

d. Number of option vested during the year Plan No. of option

Scheme 2 4,08,904

e. Number of options exercised during the year Plan No. of option

Scheme 1 1,10,200

Scheme 2 3,975

TOTAL 1,14,175

f. Number of shares arising as a result of Plan No. of option exercise of options Scheme 1 1,10,200

Scheme 2 3,975

TOTAL 1,14,175

g. Money realised by exercise of options (INR), Plan Amount (In Rs.) if scheme is implemented directly by the Scheme 1 Rs.1 1,02,000 company Scheme 2 Rs.39,750

TOTAL Rs.11,41,750

h. Loan repaid by the trust during the year N.A. from exercise price received

i. Number of options outstanding at the end Plan No. of option of the year Scheme 2 10,11,540

j. Number of options exercisable at the end Plan No. of option of the year Scheme 2 5,65,148

k. Employee- wise details of options granted to:

(i) Senior Managerial Personnel Name Designation No. of options granted

Mr. Hiren Padhya CFO 2350

Mr. Lalji Vora CS 120 (upto September 30,2015)

(ii) Any other employee who receives a grant None in any one year of option amounting to 5% or more of option granted during that year

(iii) Identified employees who were granted None option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

l. Weighted average exercise prices and (i) Weighted average exercise price of options granted weighted average fair values of options during the year whose: disclosed separately for options whose a. Exercise price equals market price: NA exercise price either equals or exceeds or b. Exercise price is greater than market price: NA is less than the market price of the stock c. Exercise price is less than the market price: N.A.

(ii)Weighted average fair value of options granted during the year whose:

a. Exercise price equals market price: NA

b. Exercise price is greater than market price: NA

c. Exercise price is less than the market price: N.A.

m. Description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:

- Fair value of the options calculated by using Black-Scholes option pricing model.

- Time of Maturity/ Expected Life: Time of Maturity/ Expected Life of option is the period for which the Company expects the option to be live. The minimum life of a stock option is the minimum period before which the options cannot be exercised and the maximum life is the period after which the options cannot be exercised.

35. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms an integral part of this report is attached herewith as Annexure - H.

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

The particulars as required in respect of conservation of energy and technology absorption has not been furnished considering the nature of activities undertaken by the company during the year under review.

Further during the year under review, details of foreign exchange earnings and outgo (consolidated) are as given below:

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

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. No complaint has been received by the Company under this Policy during the year 2015-16.

38. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. The Code of Conduct of Board of Directors is also available on your Company''s website www.infibeam.ooo.

39. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

40. ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.

For and on behalf of Board of Directors of

Infibeam Incorporation Limited

Ajit Mehta

Place : Ahmedabad Chairman

Date : August 12, 2016 [DIN: 01234707]

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