Teleperformance Business Services India Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting the Thirteenth Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended March 31, 2018.

1. Financial summary or highlights/Performance of the Company:

Amount in INR Million

PARTICULARS	For the year ended 31.03. 2018	For the year ended 31.03. 2017
Revenue from Operations	1,580.27	1,347.51
Other Income	51.86	44.33
Total Income	1,632.13	1,391.84
Profit / (Loss) before Interest & Depreciation	286.67	223.5
Interest	165.91	237.44
Depreciation	57.80	83.62
Net Profit / (Loss) Before Tax	62.96	(97.56)
Provision for Tax	NIL	NIL
Profit / (Loss) After Tax	62.96	(97.56)

2. sIGNIFIcANT EvENTs:

During the year, the Company issued and allotted 8% Non-Convertible Cumulative Redeemable Preference Shares to Intelenet Global Services Private Limited of different Series as follows:

Entity	Date of Investment	No of Shares	Value per Share	Share Capital
8% Non-Convertible Cumulative Redeemable Preference Shares - Series B	27th June 2017	9,000,000	10	90,000,000
8% Non-Convertible Cumulative Redeemable Preference Shares - Series B	23rd March 2018	22,000,000	10	220,000,000

redemption of 8% Non-convertible cumulative redeemable Preference Shares:-

During the year, the Company has redeemed 9,000,000 8% Non-Convertible Cumulative Redeemable Preferences Shares held by Intelenet Global Services Private Limited of face value Rs 10 each aggregating to Rs. 90,000,000 on 28th June, 2017.

The Company has also, redeemed 22,000,000 8% Non-Convertible Cumulative Redeemable Preferences Shares held by Intelenet Global Services Private Limited of face value Rs 10 each aggregating to Rs. 220,000,000 on 26th March, 2018.

Significant Event after Balance Sheet Date - Change in Control of Parent Company i.e Intelenet Global Services Private Limited -

A Binding Agreement for proposed sale and transfer of shareholding between Current Shareholder of the Companys Parent Intelenet Global Services Private Limited, Indianet Bidco Pte Limited and Proposed Shareholder - Dutch Contact Centers (DCC) B.V,Netherlands,and its affiliates has been entered into and will be consummated after necessary regulatory approvals.

3. Operations Overview:

As at the date of this Report, your Company has over 4219 seats and workforce of over 4896 dedicated resources offering services in English and various Indian languages to over 25 clients from 15 delivery centers across 11 cities (Bangalore, Chennai, Gurgaon, Hyderabad, Kolkata, Mohali, Mumbai, Thane, Pondicherry, Pune, Vadodara) in India.

Your Company has over 29 processes across various verticals including Banking, Financial Services, Insurance, Telecom, Retail, Consumer Durables and Government Departments etc.

For the year ended March 31, 2018, the Revenue from Operations of your Company has increased by 17.27 % over previous year due to ramp up by clients.

4. Human Resource:

Your Companys staff strength has increased to 4896 as against over 4623 in the previous year.

At Intelenet Business Services Limited, human resource is considered most vital for effective implementation of business plans, and your Directors take this opportunity to place on record their appreciation to all employees for their hard work, spirited efforts, dedication and loyalty to the Company.

5. Subsidiary Companies:

Your Company does not have any Subsidiaries.

6. Material changes & commitments:

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 and date of the report.

7. Number of meetings of the Board of Directors:

During the Financial Year ended 31st March 2018, Ten Board Meetings were held.

The dates on which the Board Meetings were held are 25th April 2017, 29th May 2017, 27th June 2017, 28th June 2017, 5th July 2017, 23rd October 2017, 7th December 2017, 26th February 2018, 23rd March 2018 and 26th March 2018

Name of the Director	No. of Board Meetings attended
Mr. Sachin Raje	6
Mr. Abhay Telang	10
Mr. Nitin Sahni	1
Ms. Bina Shetty	10

8. directors responsibility statement as required under section 134 of the companies Act, 2013:

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility

Statement, the Board of Directors of the Company hereby confirms:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) That the Directors had 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 31st March 2018 and of the Profit and Loss of the Company for that period;

(c) That the Directors have 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) That the Directors have prepared the annual accounts for the financial year ended 31st March 2018 on a going concern basis;

(e) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149:

The Company has appointed Mr. Yoginder Singh and Mr. Kirit Amlani as an Independent Director on 4th June 2018 and receive the declaration by them. Under Sub Section (6) of Section 149.

10. Performance Evaluation of the Board, its Committees and Directors:

Your Company conducted the annual performance evaluation of the Board, its various Committees and the Directors individually. This was conducted in April, 2018 and the findings of the evaluation were presented at the meeting of the Board of Directors held on 4th June, 2018. Recommendations and suggested areas of improvement for the Board, its various committees and the individual Directors were considered by the Board.

11. Nomination and Remuneration Committee:

During the year, Nomination and Remuneration Committee consisted of the following Directors namely Mr. Abhay Telang, Mr. Sachin Raje, Mr. Nitin Sahni and Ms. Bina Shetty.

The Company has appointed Mr. Yoginder Singh and Mr. Kirit Amlani as an Independent Director on 4th June 2018 and reconstitute the Committee on 11th June 2018 with directors namely, Mr. Abhay Telang, Mr. Sachin Raje, Mr. Yoginder Singh and Mr. Kirit Amlani.

During the year, Nomination and Remuneration Committee Meeting was held on 23rd October 2017.

name of the director	No. of nomination and remuneration committee meeting attended
Mr. Sachin Raje	1
Mr. Abhay Telang	1
Mr. Nitin Sahni	1
Ms. Bina Shetty	-

12. Risk Management Policy:

The Company has a Risk Management Policy for dealing with different kinds of risks which it faces in the day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Company. The Company has adequate internal control systems and procedures to combat the risk. The Chief Financial Officer of the Company is responsible for the implementation of the Risk Management Policy of the Company.

13. Particulars of Loans, Guarantees or Investments under section 186:

During the year, Intelenet Business Services Limited has not provided any Loans, Guarantees and not made any Investments.

14. Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188:

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure - 1 to this Report.

15. Transfer to reserves:

No amount was transferred to General Reserve for the financial year ended 31st March 2018.

16. Dividend:

With a view to conserve resources for the Companys growth plans your Directors do not recommend payment of any dividend.

17. Extracts of Annual Return:

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - 2 to this Report.

18. The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014:

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - 3 to this Report.

19. Directors:

As on date of signing of this report Mr. Abhay Telang (DIN: 05318809), Mr. Sachin Raje (DIN: 05187220), Mr. Nitin Sahni (DIN: 00317173), Mr. Yoginder Singh (DIN: 00004725), Mrs. Madhuri Singh (DIN: 08153828) and Mr. Kirit Amlani (DIN: 08149506) are the Directors of the Company.

20. details of directors or Key Managerial Personnel who were appointed or have resigned during the Year:

During the year, No Director or Key Managerial Personnel has been appointed or has resigned.

However, Mr. Yoginder Singh and Mr. Kirit Amlani has been appointed as an Additional Director in the category of Independent Non-Executive Director of the Company with effect from 4th June 2018.

Ms. Bina Shetty resigned from Directorship of the Company with effect from 10th June 2018. The Board wish to place on record its sincere appreciation for the support and valuable guidance given by Ms. Bina Shetty during her tenure as Director of the Company.

Mrs. Madhuri Singh has been appointed as Additional Women Director of the Company with effect from 11th June 2018.

21. Particulars of employees:

There was no employee drawing in excess of limits prescribed under Section 197 of the Companies Act, 2013 read with the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

22. deposits:

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013.

23. statutory Auditors:

M/s. Deloitte Haskins and Sells, Baroda, Chartered Accountants (Registration Number: 117364W) have resigned as the Statutory Auditors of the Company. The Board of Directors proposed and recommended the appointment of M/s. B S R & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company for a period of five years i.e. to hold office from the conclusion of Thirteenth Annual General Meeting till the conclusion of the eighteenth Annual General Meeting of the Company to be held in the year 2023.

24. Auditors report:

M/s. Deloitte Haskins & Sells, Baroda, Chartered Accountants (Firm Registration No: 117364W) have issued Auditors Report for the Financial Year ended 31st March 2018 and there are no qualifications in Auditors Report.

25. Audit Committee:

During the year, Audit Committee consisted of the following Directors namely Mr. Abhay Telang, Mr. Sachin Raje, Mr. Nitin Sahni, and Ms. Bina Shetty.

The Company has appointed Mr. Yoginder Singh and Mr. Kirit Amlani as an independent Director on 4th June 2018 and reconstitute the Committee on 11th June 2018 with directors namely Mr. Sachin Raje, Mr. Yoginder Singh and Mr. Kirit Amlani.

There are no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the Financial year ended 31st March 2018, two Audit Committee Meeting were held.

Audit Committee Meetings were held on 25th April 2017 and 5th July 2017.

Name of the Director	No. of Audit Committee Meetings attended
Mr. Sachin Raje	2
Mr. Abhay Telang	2
Mr. Nitin Sahni	0
Ms. Bina Shetty	1

26. Stakeholders Relationship Committee:

During the year, Stakeholders Relationship Committee consisted of the following Directors namely Mr. Abhay Telang, Mr. Sachin Raje, Mr. Nitin Sahni and Ms. Bina Shetty.

The Company has appointed Mr. Yoginder Singh and Mr. Kirit Amlani as an Independent Director on 4th June 2018 and reconstitute the Committee on 11th June 2018 with directors namely Mr. Abhay Telang, Mr. Sachin Raje, Mr. Yoginder Singh and Mr. Kirit Amlani.

During the Financial year ended 31st March 2018, Stakeholders Relationship Committee Meeting was held on 23rd October 2017.

name of the director	No. of stakeholders relationship committee meeting attended
Mr. Sachin Raje	1
Mr. Abhay Telang	1
Mr. Nitin Sahni	1
Ms. Bina Shetty	-

27. Secretarial Auditor Report:

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed Mr. Rajkumar Tiwari, Practising Company Secretary (C.P.No: 4227) as Secretarial Auditor to conduct Secretarial audit of the Company for the Financial year ended on March 31, 2018.

Secretarial Audit Report issued by Mr. Rajkumar Tiwari Practising Company Secretary in form MR-3 is enclosed as Annexure - 4 to this Annual Report.

There are Qualifications made by the Secretarial Auditor in the Report. Management replies to the Qualificationsraised in the Secretarial Audit Report are as under

Qualifications	Management Reply
Appointment of Independent Directors required under Section 177 of the Companies Act, 2013 for formation of Audit Committee.	Mr. Yoginder Singh and Mr. Kirit Amlani have been appointed as Independent Directors on 4th June 2018. On 11th June 2018, Board has re-constituted the Audit Committee.
Appointment of Independent Directors required under Section 178 of the Companies Act, 2013 for formation of Nomination and Remuneration Committee.	Mr. Yoginder Singh and Mr. Kirit Amlani have been appointed as Independent Directors on 4th June 2018. On 11th June 2018, Board has re-constituted the Nomination and Remuneration Committee.
Appointment of Independent Directors as required under Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014.	Mr. Yoginder Singh and Mr. Kirit Amlani have been appointed as an Independent Directors on 4th June 2018.

28. Insurance:

All properties and insurable interests of the Company have been fully insured.

29. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

a) The Board of Directors of the Company have adopted various policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

b) The Company maintains all its financial records in SAP System and the transactions and approvals are routed through SAP;

c) The Company has appointed Mr. Suresh Kher as Internal Auditor for the Financial Year 2018-19 to test the Internal Controls and to provide assurance to the Board that business operations of the organization are in accordance with the approved policies and procedures of the Company. The Internal Auditor presented the Internal Audit Report for Financial Year 2017-2018 highlighting internal audit findings and status of Management Action Plan on the Internal Audit observations.

30. Change in the nature of business:

There is no change in the nature of business of the Company.

31. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future:

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

32. Policy on Sexual Harassment:

The Company follows Intelenet Groups policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, the Company did not receive any complaint of Sexual Harassment of Women at Workplace.

33. Acknowledgement:

The Directors take this opportunity to place on record their sincere thanks to the Banks, Insurance Companies, Central and State Government Departments and the shareholders for their support and co-operation extended to the Company from time to time.

The Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.

On behalf of the Board of Directors For Intelenet business services Limited

ABHAY TELANG	SACHIN RAJE
Director	DIRECTOR
(DIN 05318809)	(DIN 05187220)

Place: Mumbai date: 27th July, 2018

Annexure - 4

Form No. MR-3 SECRETARIAL AUDIT REPORT For the Financial Year ended 31st march, 2018

[Pursuant to Section 204 (1) of the Companies Act, 2013 and the Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

intelenet Business services limited

(Formerly known as Sparsh BPO Services Limited)

CIN: U72900MH2005PLC157255 Intelenet Towers Plot CST No. 1406 - A / 28,

Mindspace, Malad (West),

Mumbai- 400090.

1. I have conducted Secretarial Audit of the compliance of applicable Statutory Provisions and the adherence to good corporate practices by Intelenet Business Services Limited (Formerly known as Sparsh BPO Services Limited)

(hereinafter called as "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

2. Based on my verification of the books, papers, minutes books, forms, returns filed and other records maintained by the Company and also the information and according to the examinations carried out by me and explanations furnished and representations made to me by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has during the Audit Period covering the Financial Year ended on 31st march 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

3. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st march, 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) including amendments thereof and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made there under (Not applicable to the Company as it is an Unlisted Public Limited Company);

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (not Applicable during the Audit Period)

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act): (Not applicable to the Company as it is an Unlisted Public Limited Company)

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009:

d) The Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014:

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008:

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations);

vi. Specific laws applicable as mentioned hereunder:

a) Information Technology Act, 2000 and the rules made there under.

I have also examined compliance of the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company. (Not applicable to the Company as it is an Unlisted Public Limited Company)

During the year under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, except the following:

1) Appointment of Independent Directors required under Section 177 of the Companies Act, 2013 for formation of Audit Committee.

2) Appointment of Independent Directors required under Section 178 of the Companies Act, 2013 for formation of Nomination and Remuneration Committee.

I further report that the Board of Directors of the Company is comprised of only Non-Executive Directors with no Independent Directors as required under Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. There was no change in the composition of the Board of Directors during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions were carried out unanimously during the year under review, however, as confirmed by the management, mechanism to capture and record the dissenting members views as a part of the minutes, exist.

i further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

i further report that during the audit period under review the following activities took place:

1) On 27th June, 2017 the company has Allotted 9,000,000 8 % Non-Convertible Cumulative Redeemable Preference shares series "B" of Face Value of Rs.10/- each (Rupees Ten only) for cash at par to Intelenet Global Services Private Limited.

2) On 28th June, 2018 company has redeemed 9,000,000, 8% Non-Convertible Cumulative Redeemable Preference Shares of Face Value Rs.10 each aggregating to Rs. 90,000,000 allotted on 30th June, 2010 out of the proceeds of fresh issue of 8% Non-Convertible Cumulative Redeemable Preference Shares.

3) The Company has taken consent to make/ give, any loan(s) and to give, on behalf of the company/person and or acquire by way of subscription, purchase or otherwise, the securities of any other Body Corporate/Company which shall be subject to aggregate limit of Rs. 1,000,000,000 (Rupees One Hundred Crores) with the approval of Shareholders by Special Resolution passed at the Annual General Meeting on 29th September, 2017.

4) On 23rd March, 2018 the company has Allotted 22,000,000 8 % Non-Convertible Cumulative Redeemable Preference shares series "B" of Face Value of Rs.10/- each (Rupees Ten only) for cash at par to Intelenet Global Services Private Limited.

5) On 26th March, 2018 company has redeemed 22,000,000, 8% Non-Convertible Cumulative Redeemable Preference Shares of Face Value Rs.10 each aggregating to Rs. 220,000,000 allotted on 28th March, 2011 out of the proceeds of fresh issue of 8% Non-Convertible Cumulative Redeemable Preference Shares.

I further report that during the audit period, there were no instances of:

Any Public issue / Debentures issue / Sweat equity, Buy-back of securities, merger, amalgamation / reconstruction, Foreign

Technical Collaboration, etc.

Sd /-

CS Rajkumar R. Tiwari Company Secretary in whole time practice:

C.P. No.:2400 Fcs No.:4227

Place: Mumbai Date: 27th July, 2018