infobeans technologies ltd share price Directors report

The Board of Directors presents the Annual Report along with the Audited statement of accounts for the year on March 31, 2023. The consolidated performance of the company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

(Rs. in crore)

Particulars	Standalone		Consolidated
	2023	2022	2023	2022
Total Revenue	248	166	39	289
Total Expenses	203	134	352	229
Profit or Loss before Tax	45	31	47	60
Less:
1. Current Tax	9	6	15	9
2. Deferred Tax	(0)	(2)	(4)	(4)
3. Earlier Year Tax	(0)	-	(0)	-
Profit or Loss After Tax	37	28	36	55
Earning Per Equity Share (EPS)
(1) Basic	15.18	11.51	14.83	22.75
(2) Diluted	15.09	11.41	14.74	22.57

2. COMPANYS PERFORMANCE & REVIEW

Consolidated Performance

• Total revenue (including other income) at Rs. 398.84 Crores, for the year 2023 as compared to Rs. 288.98 Crores in financial year 2022, YoY growth of 38%.

• Profit After Tax at Rs. 35.96 Crores in financial year 2023 as against Rs. 54.98 Crores in financial year 2022 ( One time incentive of Rs. 6 Crores and provision of Rs. 2.2 Crores for bad debts led to drop of 35%).

• EBITDA stood at Rs. 85 Crores in financial year 2023 as against Rs. 83 Crores in financial year 2022, showing 1% growth.

Standalone Performance

• Total Revenue (including other income) at Rs. 248.35 Crore in financial year 2023, as against Rs. 165.60 Crore in financial year 2022, YoY growth of 50%.

• Profit After Tax at Rs. 36.83 Crore in financial year 2023 as against Rs. 27.77 Crore in financial year 2022, showing growth of 32.6%.

• EBITDA stood at Rs. 58.44 Crore in financial year 2023 as against 39.79 Crore in financial year 2022, YoY growth of 46.87%.

Consolidated Financial Statements

• As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (hereinafter referred to as "Listing Regulations") and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the financial year 2022-23 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

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

3. SUBSIDIARIES

The Company has following subsidiary companies namely InfoBeans CloudTech Limited (previously known as InfoBeans CloudTech Private Limited & Eternus Solutions Pvt Ltd.) InfoBeans INC, InfoBeans Technologies DMCC, InfoBeans Technologies Europe Gmbh.

During the year, the wholly owned subsidiary, InfoBeans Cloudtech Limited has been converted into a publicly owned company from a private entity pursuant to which the previous name "Eternus Solutions Pvt Ltd" got changed to "InfoBeans CloudTech Pvt Ltd" and subsequently known as "InfoBeans CloudTech Limited."

The Board of Directors (‘the Board) reviewed the affairs of the subsidiaries. In accordance with

Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure-A to the Boards report.

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

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

4. DIVIDEND

Based on the companys performance, the Board of Directors have proposed and declared a dividend @ Rs. 1 per equity share i.e. @ 10% of the Rs.10/- each face value of the equity shares share for the financial year 2022-23. The company also possesses a Dividend Distribution Policy and adheres to its guidelines.

5. CHANGE IN CONTROL AND NATURE OF BUSINESS

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

6. BUSINESS TRANSFER

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

7. TRANSFER TO RESERVES

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

8. SHARE CAPITAL

Change in the authorised, issued, subscribed and paid-up share capital;

There was a change in Equity Share Capital of the Company due to issuance of 79,801 equity shares as ESOPs during the year. The paid-up Equity Share Capital of the Company as on 31st March, 2023 was Rs. 24,25,07,900 divided into 2,42,50,790 equity shares of Rs. 10/- each.

The Board, at its meeting held on May 12, 2023, approved the allotment of 41,500 equity shares under ESOP, 2016 to the employees of the company and this results into the increase of the Paid up shares capital, to Rs. 24,25,07,900.

9. MATERIAL CHANGES AND

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

The Board at its meeting held on April 28, 2023 appointed Mrs. Mayuri Mukherjee (DIN 10117888) as an Additional Non-executive Independent Director on the Board of Directors of the Company due to the vacancy created by the retirement of Mr. Santosh Muchhal (DIN 00645172) as an Independent Director.

Mr. Santosh Muchhal (DIN: 00645172) who was also the Chairman/Member of various committees of the Company retired from the Board of Directors of the Company and consequently from various committees as well, pursuant to which the Committees have been reconstituted. The composition of all Committees has been stated under Corporate Governance Report which forms an integral part of the Annual Report.

The Board, at its meeting held on May 12, 2023, approved the allotment of 41,500 equity shares under ESOP, 2016 to the employees of the company and this results into the increase of the Paid up shares capital, to Rs. 242507900.

10. LISTING AT THE BSE PLATFORM

With effect from November 10th, 2022, Equity Shares of your Company successfully got listed on the oldest stock exchange in India, i.e. BSE Limited (BSE). This formality was done, in accordance with the Direct Listing norms. This significant achievement provides our stakeholders with an additional trading platform, thereby enhancing their opportunities.

11. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Managements discussion and analysis is set out in this Integrated Annual Report.

12. REPORT ON CORPORATE GOVERNANCE

Your company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best corporate governance practices.

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

However the provisions of Regulation 15 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 providing a separate report on corporate governance under Regulation 34(3) read with para C of Schedule V forms part of this Annual Report.

13. DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to 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 consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2023 and of the profit of the Company for the year ended on that date; c) The Directors 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; 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 the Company and that such internal financial controls are adequate and are operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

14. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-2023.

15. HUMAN RESOURCES

Your Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce. Your Company lays due importance to conducive work culture for its employees. To reinforce core values and belief of the Company, various policies for employees empowerment have been framed to enrich their professional, personal and social life. In addition to above, Company has also laid down Code of Conduct for Directors and Senior Management Personnel and Whistle Blower Policy.

The Company has also laid down a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) (POSH) Act, 2013 and Constituted Internal Complaints Committee to redress the complaints. There was no POSH complaint received during the year 2022-23 also. (Previous Year: Nil).

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Further the following Directors, Independent & Non-Independent serve on the Board of the company. In compliance with the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition 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	Executive Director
3.	Avinash Sethi	01548292	Director cum Chief Financial Officer
4.	Sumer Bahadur Singh	07514667	Non-Executive Independent Director
5.	Santosh Mucchal*	00645172	Non-Executive Independent Director
6.	Mayuri Mukherjee **	10117888	Non-Executive Independent Director
7.	Shilpa Saboo	06454413	Non-Executive Independent Director

* Mr. Santosh Muchhal, Non-Executive Independent Director tenure has been completed on February 26, 2023 and in his place Mrs. Mayuri Mukherjee has been appointed on the Board w.e.f April 28, 2023.

The Company also consists of the following Key Managerial Personnel:

1.	Avinash Sethi	01548292	Director & Chief Financial Officer
2.	Surbhi Jain	ASBPJ3729J	Company Secretary

17. NUMBER OF BOARD MEETINGS

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

18. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the Directors and on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The evaluation parameters and the process have been explained in the Corporate Governance Report.

19. NOMINATION AND REMUNERATION POLICY:

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on: https://www.infobeans.com/wp-content/ uploads/2015/12/Nomination-Remuneration-Policy.pdf

20. DECLARATION BY INDEPENDENT DIRECTORS:

The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. BUSINESS RESPONSIBILITY REPORT(BRR)

The Company is pleased to inform that it is among the top 1000 companies as per the market capitalization criteria at the BSE Limited and/or National Stock Exchange of India Limited as on March 31, 2023. Accordingly, pursuant to Securities and Exchange Board of India (herein after referred as ‘SEBI) Circular dated November 4, 2015 and Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, the Company presents its Business Responsibility Report for the financial year ended on March 31,2023. This Business Responsibility Report forms part of this Annual Report.

22. AUDITOR AND AUDITORS REPORT:

Statutory Auditors

At the 12th Annual General Meeting held on July 22, 2022 the members approved appointment of M/s S R B C & CO LLP (FRN No. 324982E/E300003) as Joint Statutory Auditors of the company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 17th AGM, to be held in the calendar year 2027.

In the Board Meeting held on August 10, 2022, the board considered & accepted the resignation letter received one of the Joint Statutory Auditor M/s Basant Jain & Co. (FRN No. 005128C). Thus, M/s S R B C & CO LLP (FRN No. 324982E/E300003) is the Statutory Auditors of the Company.

The Auditors report is enclosed with financial statements in this Annual Report for your kind perusal and information. No fraud has been reported by the Auditors during the fiscal year 2022-2023.

Internal Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. Jain Ritesh & Co. Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2023-24.

23. SECRETARIAL AUDITORS REPORT:

The Board has appointed CS Manish Maheshwari, Proprietor of M/s. M. Maheshwari & Associates, Practicing Company Secretary, Indore, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure - E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMPLIANCE WITH SECRETARIAL STANDARDS - The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Five (5) committees as on March 31, 2023: 1. Audit Committee; 2. Nomination and Remuneration Committee; and 3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee 5. Risk Management Committee

6. (Leave some space- for ESG 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) (POSH) Act, 2013. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

During the year under review, Mr. Santosh Muchhal (DIN: 00645172) who was also the Chairman/ Member of various committees of the Company retired from the Board of Directors of the Company w.e.f Feburary 26, 2023 and consequently from various committees as well pursuant to which the Committees have been reconstituted. The composition of all Committees has been stated under Corporate Governance Report forms an integral part of this Annual Report.

24. PARTICULARS OF LOANS, GUARANTEES OR AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement (Please refer to Note No. 11 &14 to the Financial Statement).

25. DISCLOSURE REQUIREMENTS:

As per the Provisions of the SEBI (LODR) Regulations, 2015 entered into with the stock exchanges, corporate governance report with auditors certificate thereon and management discussion and analysis are attached, which form part of this report. As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy forms part of Board Report and is uploaded on the Companys website: https://www.Infobeans.com

Details of the familiarization programme of the independent directors are available on the 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 Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act; the whistle blowing Policy is available on the companys website at : https://www.infobeans.com/wp-content/ uploads/2015/12/Whistle-Blower-Policy.pdf

26. RELATED PARTY TRANSACTIONS

During the financial year 2022-23, the Company entered into transactions with related parties 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 ordinary course of business and on arms length basis and also in accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

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

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated and published on the website of the Company, https://www.infobeans.com/wp-content/ u p l o a d s / 2 0 1 5 / 1 2 / D r a f t - R e l a t e d - P a r t y -Transactions-1-7-1.pdf The policy is in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

Prior omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and on arms length basis in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the Listing Regulations. The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set 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 with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure - B to this report.

27. PUBLIC DEPOSITS:

Your Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on March 31, 2023. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

Further, your company will file form DPT-3 for the Annual compliance as at March 31, 2023 for the amount received by the company which is not considered as deposit under the purview of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) rules, 2014 as amended form time to time.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out herewith as Annexure - G to this Report.

29. CORPORATE SOCIAL RESPONSIBILITY

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

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

The Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2023 in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure - F to this report.

30. EMPLOYEE STOCK OPTIONS SCHEMES:

The Company established a scheme – InfoBeans Partnership Program in 2016 (ESOP IPP, 2016) for granting stock options to the eligible employees, with a view to attracting and retaining the best talent and encouraging employees to align individual performance with Companys objectives, and promoting increased participation by them in growth of the Company. Each option represents one equity share of the Company. The scheme is governed by SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 and as amended from time to time. The vesting period of stock options, granted during the year shall be five years. The stock options shall be exercisable within six months from the date of vesting. The Shareholders of the company in the meeting held on July 22, 2016 approved the allocation of 1,00,000 stock options (Revised 3,50,000 options due to bonus) to the eligible employees of the company and its subsidiaries. Later the no. of stock options approved by the shareholders has been increased to 6,00,000 (Six Lacs) subsequently by passing the shareholders resolution as on March 19, 2021 by Postal Ballot. The total no of options granted till date is 5,16,835 shares to 140 Employees of the Company. The total number of options allotted under the said scheme *(Year 2021+ 79,801+ 41500) equity shares.

After the successful completion of a 5 years plan of the IPP, 2016, the company established yet another scheme, InfoBeans Partnership Program, 2022 (New Scheme) with the same objective as of IPP, 2016. The new scheme was approved by the shareholders by passing the shareholders resolution on June 11, 2022 by Postal Ballot which was later on amended by the shareholder in the AGM held on July 22, 2022.

31. FOREIGN EXCHANGE AND EARNINGS OUTGO:

We have established a Substantial direct marketing around the world, including Dubai, New York City, Silicon Valley, Atlanta (Georgia), Jacksonville (Florida) and Germany. These offices are staffed with sales and marketing specialists who sell our services to large international clients. Activity in Foreign Currency – Standalone

s.r.	particulars	2022-2023	2021-2022
1.	The Foreign Exchange earned in terms of actual inflows during the year;	1,809,062,546.16	1,183,983,844
2.	And the Foreign Exchange outgo during the year in terms of actual outflows.	2,012,045.73	NIL

32. ANNUAL RETURN:

In accordance with the requirements of the Companies Act, 2013 the annual return in the prescribed format is available at https://www. infobeans.com/wp-content/uploads/2023/07/ Annual-Return-2022-23.pdf

33. PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

Pursuant to Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is annexed herewith as

Annexure - A.

34. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns.

We have adopted the revised policy in the Board Meeting held on April 28, 2023. The provisions of this policy are in line with the provisions of the

Section 177(9) of the Act; the whistle blowing Policy is available on the companys website at: https://www.infobeans.com/wp-content/ uploads/2015/12/WhistleBlower-Policy.pdf

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

35. RISK MANAGEMENT:

Intodayseconomicenvironment,RiskManagement is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Composition and terms of reference of Risk Management Committee are mentioned in the Corporate Governance Report. A detailed note has been provided under the Management Discussion and Analysis, which forms part of this report.

36. CREDIT RATING- During the last fiscal year no credit rating were obtained.

37. SIGNIFICANT & MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and Companys operations in future.

38. PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment & remuneration of Management Personnel) Rules, 2014 as amended is mentioned in the Annexure - C

39. APPRECIATION

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Stakeholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the team members of the Company.