Infibeam Avenues Ltd Directors Report

Dear Members,

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

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2025 is summarised below: (Rs. In Million)

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

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

2. KEY FINANCIALS AS ON MARCH 31, 2025

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

29,612.2 in the previous year.

Gross revenue from operations on a consolidated basis also grew significantly by 27% year-on-year to Rs. 39,925.8 as against Rs. 31,502.8 in the previous year. The Company witnessed strong growth in value of transactions processed (TPV), growth in transaction volumes and significant increase in merchant addition across all fintech platforms. Overall, both Payment and Platform businesses reported excellent performance in FY 2025. We have built a strong pipeline of merchants from whom we expect a good business going forward as they grow their business through the digital mode.

The Companys discipline in allocating resources to key strategic growth areas while optimizing costs and improving efficiency resulted into a strong growth in Profit before Tax and Profit after Tax. The standalone Profit before Tax has increased for the year by 9% to Rs. 2,230.3 as against Rs. 2,050.1 in the previous year and Profit after Tax has increased for the year by 5% to Rs. 1,600.0 as against Rs. 1,520.5 in the previous year.

The consolidated Profit before Tax has increased for the year by 42% to Rs. 2,979.0 as against Rs. 2,095.1 in the previous year and Profit after Tax has increased for the year by 51% to Rs. 2,360.3 as against Rs. 1,559.0 in the previous year.

3. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements of your

Company for the Financial Year 2024-25 are prepared in compliance with applicable provisions of the Companies Act, 2013 (“Act”) read with the

Rules made thereunder, applicable Accounting

Standards and the provisions of SEBI (Listing

Obligations and Disclosure Requirements)

Regulations, 2015 (hereinafter referred to as the “Listing Regulations”). The Consolidated Financial

Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries (including step down subsidiaries) and associate companies, as approved by their respective Board of Directors.

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

Report.

4. DIVIDEND

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

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

5. TRANSFER TO RESERVES

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

Year 2024-25.

6. CHANGE IN THE NATURE OF BUSINESS

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

7. MATERIAL CHANGES AND COMMITMENTS

AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

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

8. SUBSIDIARIES & ASSOCIATE COMPANIES

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

Your Company has acquired balance 26%

Equity Stake of Infibeam Digital Entertainment

Private Limited (“INDENT”), from its existing

Shareholders. Post-acquisition INDENT became a Wholly Owned Subsidiary of the Company.

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

Odigma Consultancy Solutions Limited ceased to be Wholly Owned Subsidiary of your Company pursuant to sanction of the Composite Scheme of Arrangement by the

Honble National Company Law Tribunal, Ahmedabad Bench (“NCLT”) vide its order dated August 29, 2024.

Your Company has incorporated a Wholly

Owned Subsidiary namely IA Fintech IFSC

Private Limited on August 31, 2024.

Your Company has incorporated a Wholly

Owned Subsidiary namely Nueromind Technologies Private Limited on September

30, 2024.

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

Your Company has divested its entire 49% stake in Pirimid Technologies Limited (“Pirimid”), Associate of the Company to its

Subsidiary i.e. Rediff.com India Limited. Post divestment, Pirimid ceased to be an Associate of the Company.

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

A separate statement containing the salient features of the financial performance of the subsidiaries and associates for the Financial Year 2024-25 in the prescribed form AOC 1 is annexed to the Boards Report as Annexure - A and forms part of this report. The Audited Consolidated financial statements together with Auditors Report, forms an integral part of the Annual Report. The Policy for determining material subsidiaries is available on the Companys website i.e. https:// www.ia.ooo/code-of-conduct-policies. The Company does not have a material subsidiary.

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

Saturday, Sundays and Public holiday) up to the date of the AGM.

9. CHANGE IN SHARE CAPITAL

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

Shares.

During the Financial Year 2024-25, after obtaining necessary approvals, the Company issued and allotted, i. 71,40,716 Equity Shares of Re. 1/- each on October 15, 2024 to its eligible employees of the Company & its subsidiaries under the ESOP Scheme(s). ii. 3,52,500 Equity Shares of Re. 1/- each on March 19, 2025 to its eligible employees of the Company & its subsidiaries under the ESOP Scheme(s). Consequently, the issued, subscribed and paid up

Equity Share Capital as on March 31, 2025 is Rs. 2,78,94,95,346 divided into 2,78,94,95,346 Equity

Shares of Re. 1/- each.

The Company after the closing of Financial Year

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

Million.

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

10. SCHEME OF ARRANGEMENT

The Honble National Company Law Tribunal,

Ahmedabad Bench has, vide its order dated August

29, 2024 read with Corrigendum to Order passed on September 13, 2024, sanctioned the Composite

SchemeofArrangementamongstInfibeamAvenues

Limited (“Demerged Company” / “Transferee Company” / “the Company”), Odigma Consultancy Solutions Limited (“Odigma” or “Resulting Company”) and Infibeam Projects Management Private Limited (“IPMPL” or “Transferee Company”) and their respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013, and other applicable laws including the rules and regulations (“Scheme”).

The Appointed Date was April 01, 2023 for: i. the transfer and vesting of the Global Top Level Domain Undertaking (“Demerged

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

The Scheme became effective upon filing of certified copy of the order with the Registrar of

Companies (RoC) on September 14, 2024. The Record Date was set as September 11, 2024 for the purpose of determining the eligible shareholders of Infibeam for allotment of Equity Shares of Odigma pursuant to the Scheme. The Equity Shares of Odigma have been listed and admitted for trading on both the Stock Exchanges i.e. BSE Limited via

Scrip Code: 544301 and NSE via Symbol: ODIGMA w.e.f December 12, 2024.

11. DEPOSITS

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

12. RE-CLASSIFICATION OF PROMOTER/PROMOTER

GROUP TO PUBLIC

During the year under review, the Company has received reclassification request from Mr. Malav Mehta for reclassification of Mr. Malav Mehta, Ms. Anoli Mehta and Malav Ajitbhai Mehta HUF from ‘promoter/promoter group category of the Company to ‘public category, in accordance with

Listing Regulations, as amended and other rules, regulations and guidelines, as applicable, in this regard.

The company has received approval(s) from both the Stock Exchanges i.e. the BSE Limited and the National Stock Exchange of India Limited on December 04, 2024 reclassifying Mr. Malav

Mehta, Ms. Anoli Mehta and Malav Ajitbhai Mehta

HUF from ‘promoter/promoter group category of the Company to ‘public category of the

Company pursuant to Regulation 31A of the Listing Regulations.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Mr.

Narayanan Sadanandan (DIN: 07263104) as an

Additional Independent Director effective from

July 09, 2024, and the shareholders approved his appointment as an Independent Director of the

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

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

The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Ms. Girija

Krishan Varma (DIN: 10038009) as an Additional

Women Independent Director effective from March

06, 2025, and the shareholders approved her appointment as an Independent Director of the

Company for a period of five (5) consecutive years upto March 05, 2030, by way of resolution passed through postal ballot on April 06, 2025.

Ms. Vijaylaxmi Tulsidas Sheth (DIN: 07129801)

Independent director of the company ceased to be Independent Director of the Company w.e.f. March

19, 2025 due to completion of second term as an

Independent Director.

Mr. Ajit Champaklal Mehta (DIN: 01234707),

Chairman Emeritus & Non-Executive Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

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

Key Managerial Personnel of the Company as on March 31, 2025 comprised of Mr. Vishal

Ajitbhai Mehta, Chairman and Managing Director, Mr. Vishwas Ambalal Patel, Joint Managing Director, Mr. Sunil Nandlal Bhagat, Chief Financial Officer and Mr. Shyamal Trivedi, Sr. Vice President & Company Secretary of the Company.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and under Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). They have registered their names in the Independent Directors data-bank. They have also affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act. In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act and Listing Regulations and are independent of the management.

15. DIRECTORS RESPONSIBILITIES STATEMENT

Pursuant to Section 134(5) of the Act, the Board of

Directors, to the best of its knowledge and ability, confirm that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period; iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. BOARD EVALUATION

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the Financial Year 2024-25 in accordance with the framework. The annual performance evaluation of the Board, the Chairman, Committees and each Director has been carried out in accordance with the framework. The summary of the evaluation reports was presented to the respective Committees and the Board. The Directors had given positive feedback on the overall functioning of the Committees and the Board. The suggestions made by the Directors in the evaluation process have been suitably incorporated in the processes. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

17. FAMILIARIZATION PROGRAMME

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

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

18. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Act read with the Rules issued thereunder and the Listing Regulations. This Policy is available on the website of the Company i.e. https://www.ia.ooo/code-of-conduct-policies. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

19. BOARD MEETINGS HELD DURING THE YEAR

The Board met 6 (Six) times during the Financial

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

Regulations.

20. PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2025, are given in the

Notes to the Financial Statements, which forms a part of this Annual Report.

21. PARTICULARS OF RELATED PARTY

TRANSACTIONS

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

Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) during the Financial Year under review were on an arms 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 arms 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

Companys Website at https://www.ia.ooo/code-of-conduct-policies.

22. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

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

Steps taken or Impact on Conservation of

Energy:

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

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:

(Rs. in Million)

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

23. MANAGEMENT DISCUSSION AND ANALYSIS

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

24. CORPORATE GOVERNANCE REPORT

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

25. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

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

26. COMMITTEES OF THE BOARD

Details of various committees constituted by the Board of Directors as per the provision of the Listing

Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

27. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is attached as Annexure - C which forms part of this report.

The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules,

2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company at ir@ia.ooo in this regard.

28. DETAILS OF EMPLOYEE STOCK OPTION PLANS

Employee Stock Option Plan(s) (“the Schemes”) are administered under the instructions and supervision of the Nomination and Remuneration

Committee (“NRC”).

The Schemes are in line with the SEBI (Share Based Employee Benefits) Regulations, 2014 / SEBI

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEBSE Regulations”).

The Company has received a certificate from the Secretarial Auditors of the Company that the Schemes are implemented in accordance with the SEBI SBEBSE Regulations. A copy of the certificate would be available at the AGM for inspection by Members. The applicable disclosures as stipulated under SEBI SBEBSE Regulations with regard to Employees Stock Option Plans of the Company are available on the website of the Company at www. ia.ooo. Details of the Employees Stock Option Scheme(s) is available on the website of the Company at www. ia.ooo

During the year ended March 31, 2025, there has been no material change in the Companys existing

Schemes and the Schemes are in compliance with SEBI SBEBSE Regulations.

29. DETAILS OF STOCK APPRECIATION RIGHTS

SCHEME

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

During the year ended March 31, 2025, there has been no material change in the Companys existing

Schemes and the Schemes are in compliance with SEBI SBEBSE Regulations.

30. AUDITORS AND AUDITORS REPORT

I. STATUTORY AUDITORS:

M/s. Shah & Taparia, Chartered Accountant

(Firm Registration No. 109463W) were reappointed at the 13^th Annual General Meeting of the Members of the Company held on

September 26, 2023, for a period of five (5) years to hold office till the conclusion of the 18^th AGM. Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act, and Rules issued thereunder (including any statutory modification (s) or re-enactment(s) for the time being in force), from M/s. Shah & Taparia,

Chartered Accountants (Firm Registration No. 109463W).

? Statutory Auditors Report

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section

143 (12) of the Act. The Auditors Report is enclosed with the financial statements in this Annual Report.

II. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section

204 of the Act, read with the rules made thereunder, the Board had appointed M/s. SPANJ & Associates, Company Secretaries,

(FRN: P2014GJ034800 and Peer reviewed certificate number: 6467/2025) to undertake the Secretarial Audit of the Company for FY

2024-25.

Further, pursuant to amended Regulation

24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. SPANJ & Associates, Company

Secretaries, (FRN: P2014GJ034800 and Peer reviewed certificate number: 6467/2025) as the Secretarial Auditors of the Company for a period of 5 (five) consecutive years from the conclusion of the 15^th Annual General

Meeting (AGM) until the conclusion of the 20^th AGM of the Company, subject to the approval of Members. The Secretarial Auditors shall conduct the Secretarial Audit for the financial years ending March 31, 2026 to March 31, 2030.

? Secretarial Audit Report

Your Company has obtained Secretarial Audit Report as required under Section

204(1) of the Act, from M/s. SPANJ

& Associates, Practicing Company Secretaries. The said Report is attached with this Report as Annexure D.

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

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social

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

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

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

32. ANNUAL RETURN

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

33. VIGIL MECHANISM

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

Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys 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 Companys website at https:// www.ia.ooo/code-of-conduct-policies.

34. 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.

35. HUMAN RESOURCE

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

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

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

36. ENHANCING SHAREHOLDERS VALUE

Your Company is committed to creating and returning value to shareholders. Accordingly, your Company is dedicated to achieving high levels of operating performance, cost competitiveness, enhancing the productive asset and resource base and striving for excellence in all areas of operations. Your Company strongly believes that its success in the marketplace and good reputation are among the primary determinants of shareholder value. Its close relationship with customers and a deep understanding of their challenges and expectations drive the development of new products and services. Anticipating customer requirements early and being able to address them effectively requires a strong commercial backbone. Your Company continues to develop this strength by institutionalizing sound commercial processes and building world-class commercial capabilities across its marketing and sales teams. Your Company uses an innovative approach in the development of its services, as well as execution of growth opportunities. Your Company is also committed to creating value for all its stakeholders by ensuring that its corporate actions positively impact the economic, societal and environmental dimensions of the triple bottom line.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. During the Financial Year under review, no complaint has been received by the Company. The Company is committed to provide a safe and conducive work environment to all its employees and associates.

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

Number of complaints filed during the	0
Financial Year
Number of complaints disposed of during	NA
the Financial Year
Number of complaints pending as on end	NA
of the Financial Year

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

38. CODE OF CONDUCT

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

39. SIGNIFICANT/MATERIAL ORDERS PASSED BY

THE REGULATORS

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

40. RISK MANAGEMENT

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

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

Companys website at https://www.ia.ooo/code-of-conduct-policies.

41. LISTING

The Equity Shares of the Company are listed on

National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) having nation-wide trading terminals. Annual Listing Fee for the Financial Year

2025-26 has been paid to NSE and BSE.

42. OTHER DISCLOSURES

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

? The Managing Director of the Company has not received any remuneration or commission from any of Companys subsidiary.

? The Audit Committee comprises namely of Mr. Piyushkumar Mithileshkumar Sinha

(Chairman) Mr. Vishal Ajitbhai Mehta and Ms. Girija Krishan Varma (Members). During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

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

? The Company has not issued any Sweat Equity Shares to its Directors or Employees.? Interested Directors were recused from the discussion of the agenda items, in which they were interested, of the Board or Committee meetings held during the year.

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

? The company has complied with the provisions pertaining to Maternity Benefits

Act, 1961 during the FY 2024-25.

? The maintenance of cost records as specified by the Central Government under sub-section

(1) of section 148 of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.

43. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for . the contributions made by all employees, without whom the exemplary performance of the Company year after year, would not have been possible. The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants and business associates with whose help, cooperation and hard work the Company is able to achieve the results.

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

For and on behalf of Board of Directors

Vishal Mehta

Chairman & Managing Director

[DIN: 03093563]

Place: Gandhinagar

Date: August 08, 2025