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EQUITY - MARKET SCREENER

Infibeam Avenues Ltd
Industry :  Computers - Software - Medium / Small
BSE Code
ISIN Demat
Book Value()
539807
INE483S01020
10.8833857
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
INFIBEAM
69.65
9881.67
EPS(TTM)
Face Value()
Div & Yield %
0.51
1
0.14
 

As on: Apr 15, 2024 11:15 PM

Dear Members,

Your Directors are pleased to present the 13th Annual Report of 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:

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

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:

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

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.

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.

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.

9. 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 12th 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 2022-23, 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 & Non-Executive 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 uploaded on the Company's Website at https://www. ia.ooo/code-of-conduct-policies.

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:

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

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

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

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

Rationalisation of usage of electricity

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:

Particulars

Financial Year Financial 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 ir@ia.ooo 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' REPORT

I. STATUTORY AUDITORS:

The Statutory Auditors of your Company namely, M/s. Shah & Taparia, Chartered Accountant (Firm Registration No. · 109463W) were appointed at the 8th 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 13th AGM. 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 13th AGM till the conclusion of 18th 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 2022-23.

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. 2022-23. 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 SexualHarassmentofWomenatWorkplace(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

Company's website at https://www.ia.ooo/code-of-conduct-policies.

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 Directors
Vishal Mehta Ajit Mehta
Place: Gandhinagar Chairman & Managing Director Chairman Emeritus & Non-Executive Director
Date: August 08, 2023 (DIN: 03093563) (DIN: 01234707)