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 Company's financial performance for the year ended March 31, 2025 is summarised below:

(Rs. In Million)

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 Company's 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
Hon'ble 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
Board's 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 Company's 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 Hon'ble 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
Scheme of Arrangement amongst Infibeam Avenues
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. DIRECTOR'S 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 Company's 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 arm's 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 arm's 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
Company's 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)

23. MANAGEMENT DISCUSSION AND ANALYSIS

Management's 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 Company's 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. The Company has received a certificate
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 Company's 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 re¬
appointed 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 Company's
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 Company's 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 Company's website at https://
www.ia.ooo/code-of-conduct-policies.

54. 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.

55. HUMAN RESOURCE

Our employees are our key strength, which has led
us to achieve the results and various milestones in
our organization's 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 Company's 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 Company's 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
Company's 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 Company's 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