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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

Dear Members

Your Directors have pleasure in presenting the 8th Annual Report of your Company(‘the company' or ‘InfoBeans') along with the audited financial statements forthe financial year ended March 31st 2018. The consolidated performance of the company andits subsidiaries has been referred to wherever required."

• Company Overview

Our company is leading player offering Product Engineering Digital Transformation andAutomation &

• Financial Highlights

DevOps for clients across the globe. With two state-of- the-art facilities in Indiathe CMMI level 3 certified company caters to Fortune 500 clients in USA Germany andMiddle East markets. The company caters to a wide range of segments in the industryincluding Healthcare compliance Storage & Virtualization Media & Publishing andeCommerce. The company's efficient operations professional team of over 700+ employeesand high customer-focus has enabled it to grow blue-chip client base with high amount ofrepeat business..

Particulars

Standalone

Consolidated

2018 2017 2018 2017
Total Revenue 821834597 685900990 974799844 844756297
Total Expenses 629069032 564776515 783918830 716819506
Profit or Loss before Tax 192765565 121124475 190881014 127936791
Less:
1. Current Tax 40750000 26150000 40750000 26336644
2. Deferred Tax (5896144) (4510121) (5896144) (4510121)
3. Earlier Year Tax 304228 (429338) (304228) (429338)
4. MAT Credit Entitlement (14024222) (28431162) (14024222) (28431162)
5. CSR 2410500 2043000 2410500 2043000
Profit or Loss After Tax 169221203 126302096 167336652 132927768
Earning Per Equity Share (EPS)
(1) Basic 7.21 7.15 7.13 7.52
(2) Diluted 7.21 7.15 7.13 7.52

Performance Review and State of Company's Affairs

• Consolidated Performance

Total Revenue (including other income) at Rs. 97.48 crore in financial year 2018 asagainst Rs. 84.47 crore in financial year 2 017 YoY growth o f 15.3 9 %.

Profit After Tax at Rs. 16.73 crore infinancial year 2018 as against Rs. 13.29 crore infinancial year 2017 significant growth of25.89%

EBITDA stood at Rs. 21.30croreinfinancialyear2018as against Rs. 15.52 crore infinancial year 2017 jump of 37.25%.

• Standalone Performance

Total Revenue (including other income) at Rs. 82.18 crore in financial year 2018 asagainst Rs. 68.59 crore in financial year 2 017 YoY growth o f 19.82 %.

Profit After Tax at Rs. 16.92 crore infinancial year 2018 as against Rs. 12.63 crore infinancial year 2017 significant growth of33.98%

EBITDA stood at Rs. 21.44croreinfinancialyear2018as against Rs. 14.79 crore infinancial year 2017 jump of 44.99%.

• Consolidated Financial Statements

As per Regulation 33 of the Securities and Exchange

Board of India(Listing Obligations and Disclosure Requirements) Regulations2015(hereinafter referred to as "Listing Regulations") and applicable provisions ofthe Companies Act 2013 read with the Rules issued there under the Consolidated FinancialStatements of the Company for the financial year 2017-18 have been prepared in compliancewith applicable Accounting Standards and on the basis of audited financial statements ofthe Company its subsidiaries and associate companies as approved by the respective Boardof Directors.

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

• Subsidiaries

A separate statement containing the salient features of financial statements of allsubsidiaries of the Company forms a part of consolidated financial statements incompliance with Section 129 and other applicable provisions if any of the Companies Act2013. In accordance with Section 136 of the Companies Act 2013 the financial statementsof the subsidiary and associate companies are available for inspection by the members atthe Registered Office of the Company during business hours on all days except SaturdaysSundays and public holidays upto the date of the Annual General Meeting ('AGM').

Any member desirous of obtaining a copy of the said financial statements may write tothe Company Secretary at the Registered Office of the Company. The financial statementsincluding the consolidated financial statements and all other documents required to beattached to this report have been uploaded on the website of the Company(http://www.infobeans.com/wp- content/uploads/2015/12/Policy-on-Material- Subsidiary.pdf).The Company has formulated a policy for determining material subsidiaries. The policy maybe accessed on the website of the Company.

• Dividend

The Board of Directors in their meeting held on May 03rd 2018 has recommended a finaldividend of Re. 0.50 (Fifty Paise) per share on paid up equity capital of the company forthe Financial Year 2017-18 aggregating to Rs. 12007800/- (One Crore Twenty Lacs SevenThousand Eight Hundred only) (excluding dividend distribution tax).

The dividend payout is subject to approval of the members at the ensuing Annual GeneralMeeting of the Company ('AGM').

• Management's Discussion And Analysis Report

Management Discussion and Analysis forms an integral part of this report is annexed asAnnexure - A which gives details of the overall industry structure economic developmentsperformance and state of affairs of the Company's various businesses.

• 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) Regulations2015 providing a separate report on corporate governance underRegulation 34(3) read with para C of Schedule V are set out in the Annexure B to thisreport.

• Annual Return

The details forming part of the extract of the Annual Return as on 31st March 2018 inForm MGT - 9 in accordance with Section 92 (3) of the Companies Act 2013 read withCompanies (Management and

Administration) Rules 2014 are set out in the Annexure C to this report.

• Directors 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 March 31st 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct 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 March 31st 2018 and of the profitof 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.

• Internal Financial C ontrols 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 2017-18.

• Directors and Key Managerial Persons

During the year under review the following changes occurred in the position ofDirectors/KMPs of the Company.

In compliance with the provisions of Sections 149152 read with Schedule IV and allother applicable provisions of the Companies Act 2013 and the Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification(s) orreenactment thereof for the time being in force) and SEBI (LODR) Regulation 2015 thecomposition of Board of Directors and Key Managerial Personnel are as follows:-

s. No. Board of Directors DIN/ PAN Designation
1. Siddharth Sethi 01548305 Managing Director
2. Mitesh Bohra 01567885 Whole timeDirector
3. Avinash Sethi 01548292 Director & Chief Financial Officer
4. Sumer Bahadur Sing! [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 Director; DIN/ PAN Designation
1. Avinash Sethi 01548292 Director & Chief Financial Officer
2. Trapti Jain * BARPJ7361K Company Secretary
3. Nitisha Pareek** BQSPP3620G Company Secretary

*Ms. Trapti Jain has resigned from the post of Company Secretary of the company witheffect from 21st August 2017.

**Ms. Nitisha Pareek was appointed as a Company Secretary of the company with effectfrom 21st August 2017.

As per the provisions of the Companies Act 2013 Independent Directors are required tobe appointed for a term of five consecutive years but shall be eligible for reappointmenton passing of a special resolution by the Company and shall not be liable to retire byrotation. Therefore Mr. Santosh Muchhal Ms. Shilpa Saboo Mr. Sumer Bahadur SinghDirectors of the Company were appointed as Non-Executive Independent Director of theCompany to hold office for a period of 5 years. The Company has received declarations fromall the Independent Directors confirming that each of them meets the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 and per SEBI(LODR) Regulations 2015.

In the Meeting of the Board of directors of the Company held on 05th March 2018 Mr.Siddharth Sethi is reappointed as the Managing Director of the Company for a period ofthree years with effect from 05th March 2018 to 04th March 2021. Further Mr.Avinash Sethi being capable of becoming Chief Financial Officer of the Company wasappointed as the Chief Financial Officer of the Company with effect from 20thFebruary2015.

• Changes in Directors & Key Managerial Personnel There has been change inthe designation of Mr. Mitesh

Bohra from Whole time Director to Executive Director w.e.f. 03.05.2018of the company.

Ms. Trapti Jain (Company Secretary and Compliance Officer) had resigned from ber postw.e.f 21stAugust 2017 and pursuant to recommendation of Nomination &Remuneration Committee the Company appointed Ms. Nitisha Pareek as the Company Secretary& Compliance Officer of the Company w.e.f 21st August 2017.

• Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Avinash Sethi (Director & CFO) (DIN: 01548292) is liable to retire by rotation and being eligible seek re-appointmentat the ensuing Annual General Meeting. The Board of Directors recommends hisre-appointment. Mr. Avinash Sethi is not disqualified under Section 164(2) of theCompanies Act 2013.

Brief resume of the Director proposed to be appointed/reappointed nature of hisexperience in specific functions and area and number of public companies in which he holdsmembership/chairmanship of Board and committees shareholdings and inter-se relationshipswith other directors as stipulated under Regulation 36(3) of Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations2015 are provided inthe 'Annexure to Notice of AGM' forming a part of Annual report.

• Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the provisionsof the Companies Act 2013 read with the Schedules and Rules issued there under as well asRegulation 16 of Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).

• Meetings of the Board of Directors

The following Meetings of the Board of Directors were held during the Financial Year2017-18:

S. No. Date of Meetings Board Strength No. of Directors Present
1. 04/05/2017 6 3
2. 25/05/2017 6 3
3. 21/08/2017 6 4
4. 08/11/2017 6 3
5. 04/01/2018 6 3
6. 05/03/2018 6 4
7. 09/03/2018 6 3

• Board Evaluation

Pursuant to the provisions of the Companies Act 2013 read with the rules issued thereunder Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated5th]anuary 2017 with respect to Guidance Note on Board Evaluation the evaluation of theannual

performance of the Directors/Board/Committees was carried out for the financial year2017-18.

The following are some of the broad issues that are considered in performanceevaluation:

• Criteria for Evaluation of Board and its Committees:

Setting up of performance objectives and performance against them

• Board's Contribution to the Growth of the Company

Whether composition of the Board and its Committees is appropriate with the right mixof knowledge and skills sufficient to maximize performance in the light of future strategy

• Board's ability to respond to crisis

• Board Communication with the Management Tearn

• Flow of Quality Information to the Board

• Criteria for Evaluation of Independent Directors

1. Demonstrates willingness to devote time and effort to understand the Company and itsbusiness

2. Demonstrates knowledge of the sector in which the Company operates

3. Quality and value of their contributions at board meetings

4. Contribution to development of strategy and risk management policy

5. Effective and proactive follow up on their areas of concern

• Criteria for Evaluation of Non-Independent Directors

1. Knowledge of industry issues and exhibition of diligence in leading the organization

2. Level of attendance at the Board and Committee meetings where he is a member

3. Effectiveness in working with the Board of Directors to achieve the desired results

4. Providing direction and support to the Board regarding its fiduciary obligations andgovernance role

5. Providing well-balanced information and clear recommendations to the Board as itestablishes new policies.

• Nomination and Remuneration Policy

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 thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under SEBI (LODR) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee("NRC") reviewed the performance of the individual directors on thebasis of the criteria such as the contribution of the individual director to the Board andcommittee meetings. In addition the Chairman also evaluated on the key aspects of hisrole is annexed herewith marked as Annexure D to this Report

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of the executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

• Auditors and Audit report

The Company's Auditors M/s. Prakash S. Jain & Co. Chartered Accountants who arethe statutory auditors of the Company hold office till the conclusion of the forthcomingAGM and being eligible have consented and offered them-selves for re-appointment. Pursuantto the provisions of section 139 of the Companies Act 2013 and the Rules framedthereunder it is proposed to appoint M/s. Prakash S. Jain & Co. CharteredAccountants as statutory auditors of the Company from the conclusion of the forthcomingAGM till the conclusion of the AGM to be held in the year 2020.

The Company has received written consent(s) and certificate(s) of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Companies Act2013 and Rules issued thereunder (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) from Prakash S. Jain & Co..Further M/s. Prakash S. Jain & Co. Chartered Accountants have confirmed that theyhold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India as required under the Listing Regulations.

The Auditor's Report for the fiscal year 2018 does not contain any qualificationreservation or adverse mark. The Auditors report is enclosed with financial statements inthis annual report for your kind perusal and information.

• Secretarial Auditor's Report

The Board has appointed CS Manish Maheswari Proprietor of M. Maheshwari &Associates Practicing Company Secretary to conduct Secretarial Audit for the financialyear 2017-18 The Secretarial Audit Report for the financial year ended March 31 2018 isannexed herewith marked as Annexure E to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.

• Committee of the Board

Pursuant to Section 178 of the Companies Act 2013 Company has constituted thefollowing Committees of the Board:

1. Audit Committee;

2. N omination and Remuneration Committee; and

3. Stakeholders Relationship Committee; and

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

• Subsidiaries Joint Ventures and Associate Companies

We along with our subsidiaries and group companies provide consulting technologyoutsourcing and next generation services. The Company has four subsidiaries companiesnamely InfoBeans INC InfoBeans Technologies DMCC InfoBeans Technologies Europe GmbH andInfoBeans IT City Private Limited.

During the year the Board of Directors ('the Board') reviewed the affairs of thesubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 the companyhas prepared consolidated financial statements of the Company and all its subsidiarieswhich form part of the Annual Report. Further a statement containing the salient featuresof the financial statement of our subsidiaries in the prescribed format AOC-1 is appendedas Annexure F 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 websitewww. infobeans .com

These documents will also be available for inspection during business hours i.e. 10.00am to 7.00 pm. at our registered office in Indore India with prior intimation.

During the year investments were made in the following subsidiaries/Associate Company:

• InfoBeans Technologies DMCC

• InfoBeans Technologies Europe GmbH

• InfoBeans INC

• InfoBeans IT City Private Limited

• Particulars of Employees

In accordance with the provisions of Section 197 (12) of the Companies Act 2013("the Act") read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company will be providedupon request and marked as Annexure G. In terms of Section 136 of the Act the Report andAccounts are being sent to the members and others entitled thereto excluding theinformation on employees' particulars which is available for inspection by the members atthe Registered Office of the Company during business hours on working days of the Companyup to the date of the ensuing AGM. if any member is interested in obtaining a copythereof such member may write to the Company Secretary of the Company in this regard.

• 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. 12 to the Financial Statement).

• Disclosure Requirements

0 As per the Provisions of the SEBI (LODR) Regulations 2015 entered into with thestock exchanges corporate governance report with auditor's certificate thereon andmanagement discussion and analysis are attached which form part of this report.

0 As per the Provisions of the SEBI (LODR) Regulations 2015 entered into with thestock exchanges a business responsibility report is attached and forms part of thisannual report.

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

0 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(http://www.infobeans.com/wp- content/uploads/2015/12/Whistle-Blower-Policy.pdf Disclosureunder the Sexual Harassment of Women at Workplace (Prevention And Redressal) Act 2013.

InfoBeans is committed to provide a healthy environment to all its employees thecompany has in place a Prevention of the Sexual Harassment Policy and an Internalcomplaints committee as per the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 The policy aims at educating employeeson conduct that constitute sexual harassment ways and means to prevent occurrence of anysuch incident and the mechanism for dealing with such incident in the unlikely event ofits occurrence. The Company has also constituted an Internal Committee to deal with anySexual harassment cases reported as required under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rules made there under.

The Company has zero tolerance on Sexual Harassment at workplace. During the year underreview no complaints were received against the sexual harassment at workplace.

• Related Party Transactions

During the financial year 2017-18 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 also in accordance with the provisions of the Companies Act2013 read with the Rules issued there under and the Listing Regulations.

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 and published onwebsite of the Company https://www.infobeans.com/wp-content /uploads/2015/12/Draft-Related-Party-Transactions-1-7- l.pdf. The policy is formulated in accordancewith the provisions of Companies Act 2013 read with the Rules issued there under and theListing Regulations.

Prior approvals are granted by the Audit Committee for related party transactions whichare of repetitive nature entered in the ordinary course of business and on arm's lengthbasis in accordance with the provisions of Companies Act 2013 read with the Rules issuedthere under and the Listing Regulations. The details of the related party transactions areset out in Note 42 to 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 H to thisreport.

• 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 I to this Report.

• 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 Corporate Social Responsibility is to provide infrastructuresupport development oriented activities and events across health and education areascentered on schools and communities along with active employee contribution andparticipation.

The Company's CSR Policy statement and annual report on the CSR activities undertakenduring the financial year ended 31st March 2018 in accordance with Section 135 of theCompanies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce) is set out in the Annexure J to this report.

• Employee Stock Option 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 July2016 approved the allocation of 100 000/- stock options (Revised 350000 options due tobonus) to the eligible employees of the company and its subsidiaries. The details of the2015 plan including reference and the requirements specified under Regulations 14 ofSEBI (Share Based Employee Benefits) Regulations 2014.

The details of the employee stock options plan form part of the notes to account of thefinancial statements in this annual report.

• Foreign Exchange Earnings and Outgo

We have established a Substantial direct marketing around the world including DubaiFrankfurt Tampa and Dublin. These offices are staffed with Sales and marketingspecialists who sell our services to large international clients.

Particulars 2018 2017
The Foreign Exchange earned in terms of actual inflows during the year; 780193249 661231773
And the Foreign Exchange outgo during the year in terms of actual outflows. 10030158 11497352

• 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 & AuditCommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis by keeping Risk ManagementReport before the Board & Audit Committee periodically.

• Appreciation

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks

Government Authorities Customers Vendors and Shareholders during the year underreview. Your Directors also wish to place on record their deep sense of appreciation forthe committed service of the Executives staff and workers of the Company.

For & on behalf of Board of Directors of
InfoBeans Technologies Limited
Date : 13th August 2018 Siddharth Sethi
Place: Indore DIN: 01548305
Managing Director

Annexure-D - Policy on Remuneration of Directors Key Managerial Personnel and otherEmployees

1. Introduction:

InfoBeans Technologies Limited ("the Company") recognizes the importance ofattracting retaining and motivating personnel of high caliber and talent for the purposeof ensuring efficiency and high standard in the conduct of its affairs and achievement ofits goals besides securing the confidence of the shareholders in the sound management ofthe Company

Section 178 of the Companies Act 2013 require the Nomination and RemunerationCommittee of the Board of Directors of every listed entity among other classes ofcompanies to

• formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the Directors key managerial personnel and other employees.

• identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal

• carry out evaluation of every director's performance

• formulate the criteria for evaluation of Independent Directors and the Board

Accordingly in adherence to the above said requirements and in line with the Companyphilosophy towards nurturing its human resources the Nomination and RemunerationCommittee of the Board of Directors of InfoBeans Technologies Limited herein belowrecommends to the Board of Directors for its adoption the Nomination and RemunerationPolicy for the Directors key managerial personnel and other employees of the Company asset out below:

2. Definitions:

"Act" means the Companies Act 2013 and Rules framed there under as amendedfrom time to time.

"Board" means Board of Directors of the Company. "Company" means"InfoBeans Technologies Limited." "Directors" means Directors of theCompany.

"Independent Director" means a director referred to in Section 149 (6) of theCompanies Act 2013.

"Key Managerial Personnel" means as may be defined in the Companies Act2013.

As per section 2(51) "key managerial personnel" in relation to a Companymeans -

i. the Chief Executive Officer or the Managing Director or the Manager;

ii. the Company Secretary;

iii. the Whole-time Director;

iv. the Chief Financial Officer; and

v. such other officer as may be prescribed;

"Nomination and Remuneration Committee" shall mean a Committee of Board ofDirectors of the Company constituted in accordance with the provisions of Section 178 ofthe Companies Act 2013 and the SEBI (LODR) Regulations 2015.

"Policy or This Policy" means "Policy for Remuneration of Directors KeyManagerial Personnel and Senior Employee".

"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961.

"Senior Management" mean personnel of the Company who are members of its coremanagement team excluding Board of Directors. This would include all members of managementone level below the executive Directors including all the functional heads.

"Other employees" mean all the employees other than the Directors KMPs andthe Senior Management Personnel.

3. Remuneration to the Directors:

The Company strives to provide fair compensation to Directors taking intoconsideration industry benchmarks Company's performance vis-^-vis the industryresponsibilities shouldered performance/ track record macroeconomic review onremuneration packages of heads of other organizations.

The remuneration payable to the Directors of the Company shall at all times bedetermined in accordance with the provisions of Companies Act 2013.

4. Appointment and Remuneration of Managing Director and Whole Time- Director:

The terms and conditions of appointment and remuneration payable to a Managing Directorand/or Whole-time Director(s) shall be recommended by the Nomination and RemunerationCommittee to the Board for its approval which shall be subject to approval by shareholdersat the next general meeting of the Company and by the Central Government in case suchappointment is at variance to the conditions specified in Schedule V to the Companies Act2013. Approval of the Central Government is not necessary if the appointment is made inaccordance with the conditions specified in Schedule V to the Act.

In terms of the provisions of Companies Act 2013 the Company may appoint a person asits Managing Director or Whole-time Director for a term not exceeding 3 (years) at a time.

The executive Directors may be paid remuneration either by way of a monthly payment orat a specified percentage of the net profits of the Company or partly by one way andpartly by the other.

The break-up of the pay scale performance bonus and quantum of perquisites includingemployer's contribution

to P.F pension scheme medical expenses club fees etc. shall be decided and approvedby the Board on the recommendation of the Committee and shall be within the overallremuneration approved by the shareholders and Central Government wherever required.

While recommending the remuneration payable to a Managing/ Whole-time Director theNomination and Remuneration Committee shall inter alia have regard to the followingmatters:

• Financial and operating performance of the Company

• Relationship between remuneration and performance

• Industry/ sector trends for the remuneration paid to executive directorate

Annual Increments to the Managing/ Whole Time Director(s) shall be within the slabsapproved by the Shareholders. Increments shall be decided by the Nomination andRemuneration Committee at times it desires to do so but preferably on an annual basis.

5. Insurance Premium as Part of Remuneration:

Where any insurance is taken by a Company on behalf of its Managing DirectorWhole-time Director Manager Chief Executive Officer Chief Financial Officer or CompanySecretary for indemnifying any of them against any liability in respect of any negligencedefault misfeasance breach of duty or breach of trust for which they may be guilty inrelation to the Company the premium paid on such insurance shall not be treated as partof the remuneration payable to any such personnel.

However if such person is proved to be guilty the premium paid on such insuranceshall be treated as part of the remuneration.

6. Remuneration to Independent Directors:

Independent Directors may receive remuneration by way of

• Commission as approved by the Shareholders of the Company

• Independent Directors shall not be entitled to any stock options.

Based on the recommendation of the Nomination and Remuneration Committee the Board maydecide the sitting fee payable to Independent Directors but the amount of such sittingfees shall not exceed the maximum permissible under the Companies Act 2013.

7. Remuneration to Directors in Other Capacity:

The remuneration payable to the Directors including Managing Director or Whole-timeDirector or Manager shall be inclusive of the remuneration payable for the servicesrendered by him/her in any other capacity except the following:-

a) The services rendered are of a professional nature; and

b) In the opinion of the Nomination and Remuneration Committee the director possessesthe requisite qualification for the practice of the profession.

8. Evaluation of the Directors:

As members of the Board the performance of the individual

Directors as well as the performance of the entire Board and its Committees is requiredto be formally evaluated annually.

Section 178 (2) of the Companies Act 2013 also mandates the Nomination andRemuneration Committee to carry out evaluation of every director's performance.

In developing the methodology to be used for evaluation on the basis of best standardsand methods meeting international parameters the Board / Committee may take the advice ofan independent professional consultant.

9. Nomination and Remuneration of the Key Managerial Personnel (other than Managing/Whole-time Directors) Key-Executives and Senior Management:

The executive management of a Company is responsible for the day to day management ofthe Company. The Companies Act 2013 has used the term "Key ManagerialPersonnel" to define the executive management.

The KMP's is the point of first contact between the Company and its stakeholders. Whilethe Board of Directors is responsible for providing the oversight it is the KeyManagerial Personnel and the Senior Management who are responsible for not just layingdown the strategies as well as its implementation.

The Companies Act 2013 has for the first time recognized the concept of Key ManagerialPersonnel.

Among the KMPs the remuneration of the CEO or the Managing Director and the Whole-timeDirector(s) shall be governed by the Section on Remuneration of the Directors of thisPolicy dealing with "Remuneration of Managing Director and Whole-time-Director".

Apart from the Directors the remuneration of all the other KMPs such as the ChiefFinancial Officer Company Secretary or any other officer that may be prescribed under thestatute from time to time; and "Senior Management" of the Company defined in theSEBI (LODR Regulations 2015 shall be determined by the Key Managerial Personnel/s of theCompany in consultation with the Managing Director and/ or the Whole-time DirectorFinance.

The remuneration determined for all the above said senior personnel shall be in linewith the Company's philosophy to provide fair compensation to key - executive officersbased on their performance and contribution to the Company and to provide incentives thatattract and retain key executives instill a long-term commitment to the Company anddevelop a pride and sense of Company ownership all in a manner consistent withshareholder interests.

The break-up of the pay scale and quantum of perquisites including employer'scontribution to P.F pension scheme medical expenses etc. shall be decided by theCompany's Key Managerial Personnel/s.

Decisions on Annual Increments of the Senior Personnel shall be decided by the HumanResources Department in consultation with the Managing Director and/ or the WholetimeDirector Finance of the Company.

10. Remuneration of Other Employees:

Apart from the Directors KMPs and Senior Management the remuneration for rest of theemployees is determined on the basis of the role and position of the individual employeeincluding professional experience responsibility job complexity and local marketconditions.

The Company considers it essential to incentive the workforce to ensure adequate andreasonable compensation to the staff. The Key Managerial Personnel/s shall ensure that thelevel of remuneration motivates and rewards high performers who perform according to setexpectations for the individual in question.

The various remuneration components basic salary allowances perquisites etc. may becombined to ensure an appropriate and balanced remuneration package.

The annual increments to the remuneration paid to the employees shall be determinedbased on the annual appraisal carried out by the HODs of various departments.

Decisions on Annual Increments shall be made on the basis of this annual appraisal.

11. Review and Amendment:

Any or all the provisions of this Policy would be subject to the revision/ amendment inthe Companies Act 2013 related rules and regulations guidelines and the ListingAgreement on the subject as may be notified from time to time. Any such amendment shallautomatically have the effect of amending this Policy without the need of any approval bythe Nomination and Remuneration Committee and/ or the Board of Directors.

Annexure - F

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

(Information with respect to each subsidiary to be presented with amounts in Rs. INRexcept exchange rate)

Statement Containing Salient Features of the Financial Statement ofSubsidiaries/Associate Companies/Joint Ventures

Part "A": Subsidiaries

Sr. No Name of the Subsidiary InfoBeans Technologies DMCC InfoBeans INC InfoBeans Technologies Europe GMBH InfoBeans IT City Private Limited
1 Reporting period for the Subsidiary 2017-2018 2017-2018 2017-2018 2017-2018
2 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Reporting currency = AED Exchange Rate-17.718 Reporting currency = USD Exchange Rate-65.044 Reporting currency = Euro Exchange Rate-80.622 Reporting currency = Rupees INR
3. Share Capital 3511604 19513230 22473438 1000000
4. Reserves & Surplus 4627618 (143601) (3456037) -
5. Total Assets 9724236 56820577 21285924 1000000
6. Total Liabilities 9724236 56820577 21285924 1000000
7. Investments - - - -
Turnover 11032941 231038473 13611192 -
Profit before Taxation 1377236 519579 (3699831) -
Provision for Taxation(Deferred Tax) -
Profit after Taxation 1377236 519579 (3699831) -
Proposed Dividend - - - -
% of shareholding 100% 100% 100% 100%

Notes: The following information shall be furnished at the end of the statement:

1. The exchange rate of turnover is calculated as on the date of preparing balancesheet.

2. Names of subsidiaries which are yet to commence operations

3. Names of subsidiaries which have been liquidated or sold during the year.

Part "B": Associates and Joint Ventures N.A

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint

Sr. N Name of the Subsidiary
1 Latest audited Balance Sheet Date -
2 Shares of Associate/Joint Ventures held by the company on the year end
(a) No. -
(b) Amount of Investment in Associates/Joint Venture -
(c) Extend of Holding % -
3 Description of how there is significant influence -
4 Reason why the associate/j oint venture is not consolidated -
5 Networth attributable to Share holding as per latest audited Balance Sheet -
6 Profit / Loss for the year
(a) Considered in Consolidation -
(b) Not Considered in Consolidation -

1. Names of associates or joint ventures which are yet to commence operations.

2. Names of associates or j oint ventures which have been liquidated or sold during theyear.

Note: This Form is to be certified in the same manner in which the Balance Sheet is tobe certified.

Annexure - G

Disclosures pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014

Name of the Director Category Percentage Increase in Remuneration for the Financial Year 2017-18 Ratio of Remuneration of director to the Median remuneration
Mr. Siddharth Sethi* Managing Director -2.50% 11.14:1
Mr. Avinash Sethi Director & CFO 24.30% 9.75:1
Mr. Mitesh Bohra Whole Time director N.A. N.A.
Ms. Traptijain @ Company Secretary N.A. N.A.
Ms. Nitisha Pareek Company Secretary N.A. N.A.
Mr. SantoshMucchal Independent Non-Executive Director N.A. N.A.
Ms. Shilpa Saboo Independent Non-Executive Director N.A. N.A.
Mr. Sumer Bahadur Singh Independent Non-Executive Director N.A. N.A.

* Mr. Siddharth Sethi re-appointed as Managing Director w.e.f March 05th 2018subject to approval of shareholders in ensuing Annual General Meeting.

@ Ms. Trapti Jain has been resigned from post of Company secretary & ComplianceOfficer from 21st August2017.

Note:

1. All the Non-Executive Independent Directors are paid only sitting fees for attendingthe meetings of Board of directors or Committees thereof.

2. The aforesaid details are calculated on the basis of remuneration for the financialyear 2017-18.

3. The remuneration to Directors is within the overall limits approved by theshareholders of the Company.

A. The Median Remuneration of Employees of the Company during the financial year was630000/-

C. Percentage increase in median remuneration of all employees in the financial year2017-18:-

The percentage increase in the median remuneration of the employees in the financialyear was 38.42 %.

D. Number of permanent employees on the rolls of the company as on 31 st March 2018:

Number of permanent employees on the rolls of InfoBeans Technologies Limited as at 31stMarch 2018 was 721.

E. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Average increase in Managerial Remuneration was 12% for employees of InfoBeansTechnologies Limited the average increase was 10%.

E Remuneration is as per the remuneration policy of the Company.

Annexure - H Form No. AOC-2

(As per "the Act" and rule made there under)

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8 (2) ofthe Companies (Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis

There were no contracts or arrangements or transactions entered into during the yearended 31st March2018 which were not at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis.

Sr. No. Particulars Details
a. Name (s) of Related Parties & Nature of Relationship. -
b. Nature of Contracts/Arrangements/Transactions. -
c. Duration of Contracts / arrangements or transactions. -
d. Salient terms of the contracts or arrangements or transactions including the value if any -
e. Date of approval by the Board if any. -
f. Amount paid as advances if any. -

g) Date on which the special resolution was passed in general meeting as required underfirst proviso to section 188: N. A.

3) The details of all related party transactions as per Accounting Standard 18 havebeen disclosed in Notes to Accounts of Financial Statement. - Yes

For and on behalf of Board of Directors of
InfoBeans Technologies Limited
(Formerly Known as InfoBeans Systems India Private Limited)
Date: 13th August 2018 Siddharth Sethi
Place: Indore Managing Director
DIN : 01548305