Intense Technologies Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure to present the 31st Annual Report and the Audited Accounts for the financial year ended 31st March, 2021.

1. Financial Results

The Companys financial performance, for the year ended 31st March, 2021 is summarized below:

(Rs in Lakhs)

Standalone Consolidated
Particulars 2020-21 2019-20 2020-21 2019-20
Gross Revenues 6,993.71 6,839.54 7,383.19 7,027.69
Total Expenditure 5,601.14 5,802.11 5,186.91 4,887.48
Profit/(Loss) before Tax 1,392.57 1,037.43 2,196.28 2,140.21
Tax Expense 341.79 257.08 389.05 403.34
Profit/(Loss) after tax 1,050.78 780.35 1,807.23 1,736.87
Earnings per equity share
Basic EPS (Face Value Rs.2/- each) 4.69 3.48 8.06 7.75
Diluted EPS (Face Value Rs.2/- each) 4.68 3.45 8.05 7.68

2. Year gone by

This year consolidated revenues stood at Rs 7,383.19 lakhs, EBITDA of Rs 2,316.02 lakhs and PAT of Rs 1,807.23 lakhs with an EPS of Rs 8.06 per share. All the overseas subsidiaries of the company have contributed positively during the year under review. The Board of Directors recommended a dividend of 20% per equity share with face value of Rs 2/- each for the financial year ending March 31, 2021. The company has been declaring dividends consecutively for three years.

During the year, we saw a notable shift in the domestic digital landscape led by many companies rethinking their digital strategy and those engaged with us enhancing the scope of services. We have also strengthened our engagements across Telecommunications, and BFSI, while strengthening traction in new verticals like Utilities and Government Services.

As businesses evolve into a digital society, and the demand for services around digitalization, automation increase, we see more opportunities. We have collaborated with System Integrators and partners to build a prosperous ecosystem, penetrate global markets and enhance the value for our clients.

The domain we operate in, especially Customer Communications Management and Customer Experience, is in growth mode, and we are witnessing increased demand for new uses cases of video interactive statements, and Low Code Platform. The analyst community continues to recognize us in the domains we operate. Gartner has recognized us in its market guide for Customer Communications Management in 2021, and weve been Positioned as LeaderRs in the 2021 Aspire Leaderboard Business Automation grid and as a Focused vendor in the Overall Leaders for CCM, Communication Composition and Omnichannel orchestration grid.

Our cross-functional teams have brought the best of all our capabilities, and core capabilities in data management, low-code and automation are enabling us to be a critical partner for our clients. The new market forays in the past year have helped further strengthen our digital portfolio and drive the digital transformation journeys of our clients.

3. Future outlook:

While there is still uncertainty due to the pandemic and the likelihood of third or fourth wave. Overall business outlook across industries appears to be positive in all of Intenses major markets. This is expected to result in an expansion in enterprise spending on digital CX solutions globally. There are increased investments by customers in digital first initiatives that deepen customer engagement, while navigating the pandemic situation with resilience.

There is a marked traction for digital CX management solutions such as digital customer onboarding, centralized customer engagement hub, and B2B and B2C self-service portals. Common themes that are expected to accelerate across all industry verticals in FY 2022 are: personalized customer experiences; digital enablers for customer engagement; seamless, personalized omnichannel experiences and digital ecosystems.

UniServe™ NXT platform will help them build customized enterprise applications with speed and agility to achieve business objectives of faster time to market, reduced operational costs, and improved CX.

Because of these opportunities, the future outlook of the Company remains encouraging. Though the future outlook looks encouraging, we are cautious of global economic slowdown due to the pandemic and taking necessary steps to conserve cash for any eventuality.

4. Change in the nature of business

During the year the company has not changed its business.

5. Dividend

The Board of Directors of the Company has recommended a final dividend of 20% per equity share on face value of Rs 2/- each, for the financial year 2020-2021. The dividend if approved at the Annual General Meeting (AGM) will be paid to those members whose names will appear on the Register of Members as 23 September, 2021. The total dividend payout will amount to Rs 89,82,779.60 (Tax at source will be deducted from dividend payable to shareholders at the prescribed rates.)

6. Reserves

The Company has not transferred any amount to Reserves during the financial year ended on 31st March, 2021.

7. Finance

Cash and cash equivalents as at March 31st 2021 were .1,482.05 lakhs. The Company continues to focus on judicious management of its working capital, receivables, and inventories. Other working capital parameters were kept under strict check through continuous monitoring.

8. Share Capital

As at March 31, 2021 the paid-up equity share capital of the Company is Rs 4,48,47,898 /- divided into 2,24,23,949 equity shares of .2/- each. During the year, 16,000 equity shares were issued and allotted under Employee Stock Option Scheme. The Equity shares issued under the Intense Employee Stock Option Scheme A 2009 shall rank pari - passu with the existing equity shares of the Company.

9. Directors and Key Managerial Personnel

In accordance with the Companies Act, 2013 and the rules made there under and the Articles of Association of the Company, Mr. Tikam Sujan, retires by rotation and being eligible, offers himself for re-appointment.

10. Number of Meetings of the Board

During the year 6 (Six) Board Meetings and 5 (Five) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. Declaration by an Independent Director(s) and re- appointment, if any

The Independent Director(s) have submitted the declaration of independence pursuant to section 149(7) of the Act stating that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 17(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there is no change in their status of independence.

13. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for appointment and remuneration of Directors, Key Managerial Personnel and other employees including criteria for determining qualifications, positive attributes and Directors independence. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(Amount in Rs)

Remuneration to Directors: 2020-2021 % on Total Salaries
C.K. Shastri, Managing Director 1,64,84,400 5.14%
Jayant Dwarkanath, Whole Time Director 1,64,84,400 5.14%
C. Anisha Shastri, Whole Time Director 1,13,50,000 3.54%

B) Statement of Particulars of employees pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - II

C) No director is in receipt of any commission from the company and the Managing Director/ Whole-time Director of the Company have not received any remuneration or commission from any other Company subject to its disclosure by the Company in the Boards Report.

14. Subsidiaries, Associates and Branches

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure- III [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement].

The Company has 4 (four) Wholly Owned Subsidiary Company(ies) (WOS):

During the year, the Company has opened a wholly owned subsidiary, Reasy Pte. Ltd in Singapore to cover the APAC market.

(1) "Intense Technologies FZE" in Hamriyah Free Zone, Hamriyah, United Arab Emirates (U.A.E).

(2) "Intense Technologies INC" in Miami, Florida, United States of America (USA).

(3) Intense Technologies UK Limited in 200 Brook Drive, Green Park Reading RG2 6UB, United Kingdom (UK).

(4) Reasy Pte. Ltd. at # 10, Anson Road # 24-09, International Plaza, Singapore - 079903.

Singapore Branch: The Company has one Branch office located at # 10, Anson Road # 24-09, International Plaza, Singapore - 079903.

Further, the Annual Accounts and related documents of the subsidiary companies shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary(ies).

15. Statutory Auditors

M/s MSPR & CO., Chartered Accountants, Independent Auditors of the Company was appointed in the 28th Annual General Meeting held on 27th September, 2018 for a period of three years till the conclusion of 31st Annual General Meeting.

The Board of Directors on the recommendation of the Audit Committee have approved the re-appointment M/s. MSPR & Co., Chartered Accountants, (Firm Registration No. 010152S), Hyderabad as the statutory Auditors of the Company to hold office from the conclusion of this Meeting for a term of five years, from the conclusion of 31st Annual General Meeting till the conclusion of the 36th Annual General Meeting subject to ratification by the members at every Annual General Meeting.

The Board recommends the re-appointment of M/s. MSPR & Co., Chartered Accountants Chartered Accountants as the statutory Auditors of the Company.

16. Auditors Report

The Auditors Report does not contain any qualification.

Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

17. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the financial year 2020-2021.

18. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the rules made thereunder, the Company has appointed Puttaparthi Jagannatham & Co., Practicing Company Secretaries, a firm of company secretaries to undertake the secretarial audit of the Company. The Secretarial Audit Report given by Puttaparthi Jagannatham and Co., Company Secretaries is annexed with the report. The self explanatory statement on CSR expenditure and Secretarial Audit has been mentioned at the relevant paragraphs. The Secretarial Auditors report is self-explanatory and do not call for any further comments and is enclosed as Annexure - IV.

The Board has appointed M/s. Puttaparthi Jagannatham & Co., Practicing Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2020-2021 as per the provisions of the Companies Act, 2013 and Rules made thereof and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

19. Internal Audit Controls and their adequacy

The Company has an internal control system, commensurate with the size scale and complexity of its operations. The scope and authority of the Internal Audit Function is defined in the Internal Audit Manual. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director.

The internal Audit department monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based

on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the audit committee of the Board.

20. Internal Financial Control System

According to section 134(5)(e) of the Act the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly.

Adequacy of internal financial controls with reference to the financial statements

The Act re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report.

The company has Internal Auditors and the Audit Committee constituted is in place to take care of the same. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms.

21. Employee Stock Option Plan

During the year, 16,000 equity shares were issued and allotted under Employee Stock Option Scheme. The ESOP Scheme(s) of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

A certificate from Auditors of the Company certifying that the Employee Stock Option Scheme of the Company is implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolutions passed in the General Body Meetings will be available for inspection in electronic mode during the AGM to any person having right to attend the meeting.

Employees Stock Option Plan as required under SEBI (Share based Employee Benefits) Regulations, 2014, the disclosures of the Employees Stock Option Plan 2005, Stock Option Plan A 2007 and Stock Option Plan A 2009 which are in force are given in Annexure -V.

22. Whistle Blower Policy / Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and in line with the best governance practices. The Company has in place a well-defined Whistle Blower Policy/ Vigil Mechanism. The Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal.

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Whistle Blower Policy has displayed on the website of the Company at www.in10stech.com.

23. Risk Management And Insurance

The Company has a comprehensive risk management framework which is evaluated by the Audit Committee annually. Our risk management framework has been designed to identify, monitor and minimize the adverse impact of strategic, operational, financial and compliance risks faced by the organization. We recognize that an appropriate response to business risks and opportunities is vital to achieve our business objectives, safeguard stakeholder interests and meeting legal requirements. Every quarter a detailed update on risk management is presented and deliberated upon in the meetings of the risk management committee of the Board. All the properties of your Company have been adequately insured against the risk from fire and earthquake.

24. Annual Return

The Annual Return as on March 31, 2021 in the prescribed Form No. MGT-7, pursuant to section 92 of the Act is available on the website of the Company at www.in10stech.com at the link 21: https://in10stech.com/images/financial reports/Intense- Technologies-Annual-Return-2020-21.pdf

25. Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

No such orders were passed against the Company.

27. Deposits

During the Financial Year 2020-2021, the company did not accept any deposits within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

28. Loans, guarantees or investments under Section 186

Particulars of loans, guarantees and investments under Section 186 of the Act as at the end of the Financial Year 2020-21 are as below:-

i) Details of loans and advances, investments in subsidiary companies:

(Amount in Rs)

Particulars Loans and Advances Investments
Intense Technologies FZE - 6,95,55,376
Intense Technologies U.K. Limited - 11,11,59,901
Intense Technologies INC - 9,41,00,020
Reasy Pte Ltd, Singapore 1,13,592 55,400
Total 1,13,592 27,48,70,697

Related party disclosures are given under notes to Financial Statements in this report. The cost on investments in Equity Shares of other listed entities:

The aggregate market value of these equity shares as on 31st March, 2021 is 2,20,988/- ii) Guarantees / Securities provided

Sno Date of providing . . security/guarantee Details of recipient Amount (Rs) Purpose for which the security/ guarantee is proposed to be utilized by the recipient
1 09-Jun-16 BSNL, Delhi 37,500,000 Performance Bank Guarantee
Total 37,500,000

29. Contracts / Arrangements with Related Parties

With reference to Section 134(3)(h) of the Act, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee. and wherever required, also by the Board of Directors.

All contracts or arrangements or transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered material, 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 pursuant to Section 134(3)(h) of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - AOC-2."

30. Corporate Governance

The Company is committed to focus on long term value creation and protecting stakeholdersRs interests by applying proper care, skill and diligence to business decisions.

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as Annexure - VII and forms part of this report.

31. Management Discussion and Analysis

A report on Management Discussion & Analysis for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is provided in a separate section forming part of this Annual Report and is enclosed as Annexure - VI.

32. Statutory Disclosures

In terms of the provisions of the Companies Act, 2013 and other applicable regulations read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure - II to the Directors Report. However, as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

33. Prevention of Sexual Harassment of Women at Workplace

The Company has in place a policy on Prevention of Sexual Harassment of Women at workplace, which is available on the Company website at www.in10stech.com under investor information. The Company is in compliance with the provisions relating to the constitution of an Internal Complaints Committee under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013"

This committee consists of following members:

Mrs. C. Anisha Shastri Mr. Prabhakar Racherla Ms. K. Tejaswi Mrs. Padmini leeja

During the year under review, no complaint of harassment of woman at the workplace was received by the Committee.

34. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Pursuant to provisions of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given below:

A. Conservation of Energy:

Energy plays an eminent role in the economic growth of a nation, and is also one of the critical inputs to the production process at any Company. Intense has always been conscious of the need to conserve energy. The Companys core activity is information technology and services related and is making every effort to conserve the usage of power.

B. Technology Absorption

Technology absorption helps support the innovation process with advanced analytical tools and the latest detection technologies. The Company has been and will continue to leverage new technologies and adopts the best processes and methodologies that fits to its line of business.

C. Foreign Exchange Earnings & Outgo:

The Foreign Exchange earned in terms of actual inflows during the Financial Year 2020-21: 1,602.12 lakhs.

The Foreign Exchange outgo in terms of actual outflows during the Financial Year 2020-21: 679.02 lakhs.

35. Corporate Social Responsibility (CSR)

The Company has constituted the CSR committee which has identified Education, Health, skilling, Environment, Rural Development and Disaster Relief, as the focus areas. The Corporate Social Responsibility Report also contains the report on CSR initiatives as required under Section 135 of the Companies Act, 2013 (the Act) which is annexed as Annexure I to this report.

As a part of Corporate Social Responsibility (CSR), we at intense consider it our responsibility to support philanthropy, environment sustainable initiatives, ethical business practices and environment responsibility towards this end.

36. Human Resources

Your Company treats its "Human Resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

37. Directors Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, it is confirmed that the Directors have:

(a) Followed applicable accounting standards in the preparation of annual accounts and there are no material departures for the same.

(b) 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 on 31st March, 2021 and of the profit of the company for the year ended on 31st March, 2021.

(c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) Prepared the annual accounts on a going concern basis;

(e) Laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

38. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

39. Listing with Stock Exchanges

At present the equity shares of the Company are listed on the Bombay Stock Exchange (BSE) Mumbai, and National Stock Exchange of India Limited (NSE), Mumbai. The Company confirms that it has paid Annual Listing Fees due to both the Exchanges for the year 2021-22.

40. Policies

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated all the required policies as mandated. And all the policies are available on the Companys website at https://in10stech.com/ investors/policies

41. Depository System

As the Members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Companys shares on NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE781A01025.

42. Acknowledgements

Your Directors convey their sincere thanks to State Bank of India, HDFC Bank Ltd, Axis Bank Limited and shareholders for their continued support. Your Directors place on record, appreciation of the contribution made by the employees at all levels and looks forward to their continued support.

For and on behalf of the Board
Place: Secunderabad C.K. Shastri Jayant Dwarkanath
Date: August 13, 2021 Chairman & Managing Director Whole Time Director
DIN: 00329398 DIN: 00329597