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InfoBeans Technologies Ltd.

BSE: 532560 Sector: IT
NSE: INFOBEAN ISIN Code: INE344S01016
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InfoBeans Technologies Ltd. (INFOBEAN) - Director Report

Company director report

Your Board of Directors hereby presents the report on the business and operations ofyour Company along with the audited financial statement for the financial year ended on 31stMarch 2022. The consolidated performance of the company and its subsidiaries has beenreferred to wherever required.

1. FINANCIAL RESULTS

Except per equity share data (Rs. in Crores)

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

2. COMPANY'S PERFORMANCE & REVIEW

Consolidated Performance

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

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

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

Standalone Performance

Total Revenue (including other income) at Rs.165.60 Crore in financialyear 2022 as against Rs.125.46 Crore in financial year 2021 YoY growth of31.99%.

Profit After Tax at Rs.33.98 Crore in financial year 2022 as against Rs.27.77Crore in financial year 2021 significant growth of 22.36%

EBITDA stood at Rs.39.79 Crore in financial year 2022 as against Rs.43.93Crore in financial year 2021 showing decline of 10.4 %

Consolidated Financial Statements

• As per Regulation 33 of the Securities and Exchange Board of India(ListingObligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as"Listing Regulations") and applicable provisions of the Companies Act 2013 readwith the Rules issued there under the Consolidated Financial Statements of the Companyfor the financial year 2021-22 have been prepared in compliance with applicable AccountingStandards and on the basis of audited financial statements of the Company itssubsidiaries and associate companies as approved by the respective Board of Directors.

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

3. PANDEMIC COVID-19

At InfoBeans we continues our fight against waves of Covid-19 pandemic our priorityremain the safety and well- being of employee and considering that during the fiscal yearInfoBeans employees continue to work from home. We have also set up exclusive COVID-19care helpline committees tied up with the COVID-19 testing laboratories provide medicalsupport to our employees and their extended families set up vaccination center and manymore things whose details has been discussed in the Management Discussion & Analysisand Corporate Social Responsibility Report attached herewith and forming part of thisAnnual Report. At InfoBeans even amid an unprecedented global crisis we continue tobalance our business with exemplary governance and responsiveness to the needs of all ourstakeholders.

4. SUBSIDIARIES

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

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

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

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

5. DIVIDEND

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

6. CHANGE IN CONTROL AND NATURE OF BUSINESS :

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

7. BUSINESS TRANSFER

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

8. TRANSFER TO RESERVES

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

9. SHARE CAPITAL:

There was a change in Equity Share Capital of the Company due to issuance of ESOP'sduring the year by way of issuance of 155389 equity shares during the year. The paid upEquity Share Capital of the Company as on 31st March 2022 was Rs.2417.09Lakhs divided into 241.70 Lakhs equity shares of Rs.10/- each.

10. BUYBACK OF SHARES

During the year company the Board at its meeting held on 26th April 2021has announced the Buy Back of 431717 (four lakhs thirty one thousand seven hundred andseventeen only) fully paid-up equity shares at a price of Rs.232.00 for an aggregatemaximum amount not exceeding Rs.100158344 (Rupees ten crores one lakh fifty eightthousand three hundred and forty four only) excluding the transaction costs. The buybackwas offered to all eligible equity shareholders of the Company including the promoters andpromoters group through the tender offer under the Securities and Exchange Board of India(Buy-back of securities) regulations 2018 as amended. None of the equity shares werebought back in the Buyback offer as there were no valid bids were received.

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

The Board at its meeting held on 27th April 2022 approved the allotmentof 79801 equity shares under ESOP 2016 to the employees of the company and this resultsinto the increase of the Paid up shares capital which is currently Rs.242507900.

12. MERGER AND ACQUISITION

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

13. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

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

14. REPORT ON CORPORATE GOVERNANCE

Your company continues to place greater emphasis on managing its affairs withdiligence transparency responsibility and accountability and is committed to adoptingand adhering to best corporate governance practices.

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

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

15. DIRECTOR'S RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the year ended 31st March2022 the applicable accounting standards read with requirements set out under Schedule IIIto the Act have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2020 and ofthe profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

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

16. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2020-2021.

17. HUMAN RESOURCES

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

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

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the following Directors Independent &Non-Independent serve on the Board of the company. In compliance with the provisions ofSections 149 152 read with Schedule IV and all other applicable provisions of theCompanies Act 2013 and the Companies (Appointment and Qualification of Directors) Rules2014 (including any statutory modification(s) or re-enactment thereof for the time beingin force) and SEBI (LODR) Regulation 2015 the composition of Board of Directors and KeyManagerial Personnel are as follows:-

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

The Company also consists of the following Key Managerial Personnel:

S.No. Board of Directors DIN/ PAN Designation
1. Avinash Sethi 01548292 Director & Chief Financial Officer
2. Surbhi Jain ASBPJ3729J Company Secretary

19. NUMBER OF BOARD MEETINGS

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

20. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The performance of the board was evaluated by the board after seekinginputs from all the Directors and on the basis of on the basis of criteria such as theboard composition and structure effectiveness of board processes information andfunctioning etc. The evaluation parameters and the process have been explained in theCorporate governance report.

21. NOMINATION AND REMUNERATION POLICY:

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

22. DECLARATION BY INDEPENDENT DIRECTORS:

The company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

23. BUSINESS RESPONSIBILITY REPORT(BRR)

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

24. AUDITOR AND AUDITOR'S REPORT: Statutory Auditors

At the 10th Annual General Meeting held on 24th August 2020 themembers approved appointment of M/s Basant Jain & Co. Chartered Accountants (FRN005128C) as Statutory Auditors of the company to hold office for a period of five yearsfrom the conclusion of that AGM till the conclusion of the 15th AGM to be heldin the calendar year 2025. The Auditor's Report for the fiscal year 2021-22 does notcontain any qualification reservation or adverse mark. The Auditors report is enclosedwith financial statements in this Annual Report for your kind perusal and information.

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

Internal Auditors

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

25. SECRETARIAL AUDITOR'S REPORT:

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

26. COMMITTEES OF THE BOARD:

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

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

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

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

27. PARTICULARS OF LOANS GUARANTEES OR AND INVESTMENTS:

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Financial Statement (Please refer to NoteNo. 11 &14 to the Financial Statement).

28. DISCLOSURE REQUIREMENTS:

As per the Provisions of the SEBI (LODR) Regulations 2015 entered into with the stockexchanges corporate governance report with auditor's certificate thereon and managementdiscussion and analysis are attached which form part of this report. As per Regulation43A of the SEBI Listing Regulations the Dividend Distribution Policy forms part of BoardReport and is uploaded on the Company's website: https://www.Infobeans.com

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

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

29. RELATED PARTY TRANSACTIONS

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

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

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

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

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

30. PUBLIC DEPOSITS:

Your Company has not accepted deposit from the public falling within the ambit ofsection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and there were no remaining unclaimed deposits as on 31stMarch 2021.Further the Company has not accepted any deposit or loans in contravention of theprovisions of the Chapter V of the Companies Act 2013 and the Rules made there under.

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

31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is set out herewith as Annexure H to thisReport.

32. CORPORATE SOCIAL RESPONSIBILITY

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

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

The Company's CSR Policy statement and annual report on the CSR activities undertakenduring the financial year ended 31st March 2022 in accordance with Section 135of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules2014 (including any statutory modification(s) or re-enactment(s) thereof for the timebeing in force) is set out in the Annexure I to this report.

33. EMPLOYEE STOCK OPTIONS SCHEMES:

The Company established a scheme - InfoBeans Partnership Program in 2016 (ESOP IPP2016) for granting stock options to the eligible employees with a view to attracting andretaining the best talent and encouraging employees to align individual performance withCompany's objectives and promoting increased participation by them in growth of theCompany. Each option representing one equity share of the Company. The scheme is governedby Employee Stock Option Scheme and Employee Stock Purchase Guidelines issued in 1999 bySEBI and as amended from time to time. The vesting period of stock options granted duringthe year shall be five years. The stock options shall be exercisable within six monthsfrom the date of vesting. As per the guidelines issued by the SEBI the excess of themarket price of the underlying equity shares as on the date of grant of option over theexercise price of the option is to be recognized and amortized on a straight line basisover the vesting period.

The Shareholders of the company in the meeting held on 22nd July 2016approved the allocation of 100000 stock options (Revised 350000 options due to bonus)to the eligible employees of the company and its subsidiaries. The details of the 2015plan including reference and the requirements specified under Regulations 14 of SEBI(Share Based Employee Benefits) Regulations 2014. The details of the employee stockoptions plan form part of the notes to account of the financial statements in this annualreport. Later the no. of stock options approved by the shareholders has been increased to600000 (Six Lacs) subsequently by passing the shareholders resolution as on 19thMarch 2021 by Postal Ballot. During the year company has allotted 155389 equity shares.

34. ANNUAL RETURN:

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

35. PERFORMANCE OF SUBSIDIARIES ASSOCIATE COMPANIES AND JOINT VENTURES

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

36. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

37. RISK MANAGEMENT:

In today's economic environment Risk Management is a very important part of business.The main aim of risk management is to identify monitor & take precautionary measuresin respect of the events that may pose risks for the business. The Board of Directors ofthe Company has constituted a Risk Management Committee to frame implement and monitorthe risk management plan for the Company. The Committee is responsible for monitoring andreviewing the risk management plan and ensuring its effectiveness. Composition and termsof reference of Risk Management Committee are mentioned in the Corporate GovernanceReport. A detailed note has been provided under the Management Discussion and Analysiswhich forms part of this report.

38. SIGNIFICANT & MATERIAL ORDERS:

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

39. PARTICULARS OF EMPLOYEES:

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

40. APPRECIATION

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andworkers of the Company.

Siddharth Sethi Avinash Sethi
Managing Director Director & CFO
DIN: 01548305 DIN: 01548292
Place: Indore
Date: 27th June 2022

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