To the Members,

The Board of Directors have pleasure in presenting their 19th Annual Report on the business and operations of the Company together with the audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2018.

FINANCIAL PERFORMANCE OF THE COMPANY

The Company has adopted Indian Accounting Standards (Ind AS) from April 1, 2016 and accordingly, the Financial results have been prepared in accordance with the recognition principles laid down in Ind AS prescribed under section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India. The Financial performance of your Company for the year ended March 31, 2018 along with previous year’s figures is given hereunder:

Consolidated Financials of the Company

Rs. in Million

Standalone Financials of the Company

Rs. in Million

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

CONSOLIDATED ACCOUNTS

Consolidated revenue for the fiscal year 2018 was Rs. 28,002.37 Million which has increased by 17.74% in compared to the previous year. Net Profit before tax was Rs. 1425.58 Million (previous year Rs. 1,651.53 Million) and Net Profit after tax was Rs. 1,116.99 Million, which has decreased by 7.60 % over the previous year.

The Consolidated Financial Statements of your Company for the Financial year 2017-18, are prepared in compliance with the applicable provisions of the Companies Act, 2013, Indian Accounting Standards and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 as prescribed. The Consolidated Financial Statements have been prepared on the basis of audited Financial Statements of the Company and its subsidiaries, as approved by their respective Board of Directors.

STANDALONE ACCOUNTS

Standalone revenue for the fiscal year 2017-18 was Rs. 4,302.61 Million (previous year Rs. 3,928.12 Million). Profit before tax was Rs. 890.58 Million and Net Profit after tax was Rs. 726.69 Million.

a. SUBSIDIARIES

A separate statement containing the salient features of Financial Statements of all subsidiaries of your Company forms part of the Consolidated Financial Statements in compliance with the section 129 and other applicable provisions, if any, of the Companies Act, 2013. The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during the business hours except Saturdays, Sundays and public holidays upto the date of Annual General Meeting (AGM) as required under section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Registered Office of your Company. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached to this report have been uploaded on the website of your Company (www.infinite.com).

The Financial performance of each of the subsidiaries in the Consolidated Financial Statements of your Company is set out in the Annexure - A to this Annual Report (Page No. 11). Additional details of the performance and operations of the subsidiaries along with the details of the acquisitions and investments made by your Company and its subsidiaries during the Financial year are set out in the Management Discussion and Analysis which also forms part of this Annual Report.

b. ASSOCIATE & JOINT VENTURE

As on March 31, 2018 the Company do not have any associate or joint venture.

DELISTING OF EQUITY SHARES

Your Company received intension of Promoters dated January 08, 2018 for voluntary delisting its equity shares from both Bombay Stock Exchange & National Stock Exchange.

Further the Board of Directors at the meeting held January 24, 2018 passed resolution for voluntary delisting its equity shares subject to approval by shareholders by special resolutions and same has intimated to Stock exchanges.

Further your Company passed Special Resolution mentioned in the notice of Postal Ballot dated February 05, 2018 by the shareholders with requisite majority as per the Companies Act, 2013 and Regulation 8{1)(b} of the SEBI (Delisting of Equity Shares) Regulations, 2009 and results were declared on March 09, 2018 and same has been intimated to stock exchanges. Mr. Prashant Balodia, Partner, M/s. PDS & Co, Practicing Company Secretaries (COP 6153, M.No. F6047) was appointed as a Scrutinizer for carrying out the Postal Ballot process in a fair and transparent manner and in accordance with the Companies (Management and Administration) Rules, 2014.

The delisting is in process and date of delisting will be intimated shortly.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and gives details of the Company’s global business during the year under review as well as business outlook, along with a discussion on the operations, performance, future outlook of the Company, its business, internal controls and risk management, which is given in the Annexure - B (Page No. 12).

DIVIDEND & TRANSFER TO RESERVES

After careful assessment of the funds required by the Company for expansion, your Directors have not recommended any dividend for the Financial year ended March 31, 2018. Accordingly, during the said year, no amount has been transferred to the reserves.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance is given as a separate section titled “Report on Corporate Governance” which forms part of this Annual Report along with the certificate from the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

CHANGES IN CAPITAL STRUCTURE

During the FY 2017-18, pursuant to the approval of the Board of Directors and members of the Company, the following change has taken place in the share capital of the Company:

a. ALLOTMENT OF BONUS SHARES

3,09,055 bonus equity shares were allotted on November 03, 2017 in the ratio of 1:26 i.e., one fully paid bonus equity share of the face value of Rs.10 each for every 26 equity share of the face value of Rs.10 each held as on the record date i.e September 15, 2017 to public shareholders in order to attain the minimum public shareholding as required under Regulation 19A of Securities Contract (Regulations) Rules, 1957, subject to Section 63 of the Companies Act, 2013, Securities and Exchange Board of India Circular No. CIR/CFD/CMD/14/2015 dated November 30, 2015 as amended from time to time and in accordance with the Rules made thereunder.

As on March 31, 2018 Paid-up share capital of the Company stood at Rs.333,555,140 consisting of 33,355,514 equity shares of face value of Rs.10 each fully paid-up.

b. SWEAT EQUITY

Your Company has not issued any Sweat Equity Shares during the year under review.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material change in the nature of business 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 the report.

CHANGES IN THE NATURE OF BUSINESS

During the Financial year ended March 31, 2018 there has been no material change in the nature of the business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 6 members out of which 1 Executive Director who is the Managing Director & CEO of the Company and 5 Non-executive Directors of whom 3 are Independent Directors.

a. APPOINTMENT/RE-APPOINTMENT

As per the provisions of section 152(6) of the Companies Act, 2013, Mr. N K Agrawal (DIN: 02103551) will retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Brief resume and other details relating to Mr. N K Agrawal, who is to be re-appointed is furnished in the Notice convening the 19th Annual General Meeting of the Company.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 13, 2018 has approved the reappointment of Mr. Upinder Zutshi, Managing Director & CEO (DIN: 01734121) of the Company under the designation of Managing Director & CEO for a further period of 5 years with effect from April 01, 2018. Such appointment is subject to the approval of the shareholders of the Company in the ensuing Annual General Meeting.

Pursuant to the recommendation of Nomination and Remuneration Committee and based on the report of performance evaluation, the Board of Directors at its meeting held on November 14, 2017 has approved the reappointment of Mrs. Sadhana Dikshit (DIN: 00204687) as independent director of the Company for a further period of 5 years with effect from February 12, 2018 upto February 11, 2023. Such appointment is subject to the approval of the shareholders of the Company in the ensuing Annual General Meeting.

b. ACCEPTANCE OF RESIGNATION

Mr. Ajai Kumar Agrawal, an independent Director of the Company submitted his resignation to the Board on September 28, 2017. The same was accepted by the Board in its meeting held on September 28, 2017. The Board placed on record its sincerest thanks and gratitude for the invaluable contribution made by Mr. Ajai Kumar Agrawal towards the growth and development of the Company during his tenure as a director.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & PARTICULARS OF EMPLOYEES

In accordance with section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Board of Directors at their meeting held on November 13, 2014 formulated the Nomination & Remuneration Policy of your Company, which was further amended on February 14, 2017 on recommendation from Nomination & Remuneration Committee. The salient features and terms of reference are covered in the Corporate Governance Report which forms integral part of this Report.

The particulars of remuneration of employees/Directors as required under section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure - C of this Annual Report. (Page No. 18).

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

i. In the preparation of the annual accounts for the Financial year ended March 31, 2018, the applicable accounting standards have been followed, along with proper explanation relating to 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 and Loss 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 Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts of the Company for the Financial Year ended on March 31, 2018 on a going concern basis;

v. They 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

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.

COMPOSITION OF BOARD/COMMITTEE & MEETINGS

The details of the composition of the Board and its Committees along with the details of number of meetings and attendance thereon, are provided in the Corporate Governance Report which forms an integral part of the Annual Report. The Company has accepted all recommendations of the Audit Committee during the year.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as provided under the provisions of the Companies Act, 2013 read with the Schedule IV of the Act and the Rules issued thereunder as well as the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES & DIRECTORS

Your Company conducted the performance evaluation of the Board, its Committees and Directors including Independent Directors. The details of which are provided under Corporate Governance Report which form a part of this Report.

EMPLOYEE STOCK OPTION PLAN

Since, all the outstanding ESOP have been surrendered and not outstanding as on March 31, 2018, the Company is not required to provide a certificate from the Auditors of the Company certifying that the Company’s stock option plan has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the Financial year ended March 31, 2018 is provided as the Annexure - D of this Annual Report. (Page No. 20).

AUDITORS & AUDITORS’ REPORT

a. STATUTORY AUDIT

M/s. HDSG & Associates, Chartered Accountants, were appointed as the Statutory Auditors of your Company in the AGM held on September 28, 2017 for a term of five years until the conclusion of the Twenty Third AGM of the Company to be held in the year 2022. As per the provisions of Section 139 of the Act, the appointment of the Statutory Auditors is required to be ratified by the members at every AGM of the Company.

However, the Ministry of Corporate Affairs vide Notification S.O. 1833(E) dated May 07, 2018 deleted the provision of annual ratification of the appointment of auditor.

The Auditors’ Report read along with notes to accounts is self-explanatory and therefore does not call for further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

b. SECRETARIAL AUDIT

Your Company had appointed M/s. BMP & Co. LLP, Company Secretaries, Bengaluru to conduct Secretarial Audit of your Company for the year 2017-18, pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report is annexed herewith as Annexure - E to this Annual Report (Page No. 27). It does not contain any adverse remarks or qualifications.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In terms of section 135 and Schedule VII of the Companies Act, 2013, your Company have constituted a CSR Committee comprising of majority of Non - Executive Independent Director. With a view to help growth of the society and the Company at large, your Company has adopted Corporate Social Responsibility (CSR) policy as a tool for sustainable growth of the society. Pursuant to the provisions of section 135 of the Companies Act, 2013 & Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, read with various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy and details are contained in the Annual Report on the CSR Activities as provided under Annexure - F (Page No. 30)

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board of your Company is responsible for establishing and maintaining adequate Financial controls as per the provisions of section 134 of the Companies Act, 2013. The Board has laid down policies and processes in respect of internal Financial controls and ensures the controls to be adequate and operating efficiently.

These controls cover the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies, safeguarding of its assets of the Company, prevention and detection of its frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable Financial information.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operation. The scope and authority of the Internal Audit function is clearly defined by the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee. The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system of the Company, its compliance with applicable laws/regulations, accounting procedures and policies. Based on the report of the Internal Auditors, corrective action are undertaken and thereby strengthen the controls. Significant audit observations and action plan are presented to the Audit Committee of the Board on quarterly basis.

RISK MANAGEMENT POLICY

The Board of Directors at their meeting held on November 13, 2014 approved the Risk Management Policy of the Company. The policy framed to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimum adverse impact on the business objectives and enhance the Company’s competitive advantages. The Company has identified various risks and also has mitigation plans for each risk identified.

RELATED PARTY TRANSACTIONS

During the year under review, your Company has entered into transactions with the related parties as defined under section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) rules, 2014 which were in the ordinary course of business and on arms’ length basis and in accordance with the provisions of the Companies Act, 2013. The particulars of such transactions entered are set out in the Form AOC - 2 as provided under Annexure - G of this Annual Report. (Page No. 32).

The policy on materiality of related party transactions as approved by the Board is uploaded on the website of the Company (http://www.infinite.com/investors/policies)

Related Party disclosures have been disclosed in the notes to the Standalone Financial Statements forming integral part of Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, guarantees or investments under section 186 of the Companies Act, 2013, have been disclosed in the Financial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism and formulated a Whistle Blower Policy as per the provisions of section 177 of the Companies Act, 2013 and in line with Regulation 22 of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.The Policy provides the framework and processes through which the employees can express their genuine concerns. It also provides adequate safeguards against victimization of employees against any kind of discrimination, harassment or any unfair practice being adopted against them.

During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the Financial year 2017-18.

The Whistle Blower Policy as adopted by the Company can be accessed through the following: http://www.infinite.com/downloads/policies/WhistleBlowerPolicy.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has a policy on Prohibition/ Prevention of Sexual Harassment of Women at workplace and matters connected therewith or incidental covering thereto all the aspects as contained in “The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2003. Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year, the Company did not receive any complaints under the said Act.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGUALTORS

There were no significant/material orders passed by any of the Regulators or Courts or tribunals impacting the going concern status of the Company and its operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND OUTFLOW

The information pertaining to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 134 (3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is furnished herein.

Your Company strives to conserve energy on a perpetual basis. Your Company has procured various energy saving devices and systems, which help in conserving energy. Bulk of the electric fixtures is equipped with electronic ballast which has resulted into a significant savings in the energy cost. Your Company has reduced excessive illumination levels in all common areas by using switching or delamping and aggressively controlled lighting with new sensor technologies. Apart from this, your Company has installed LED lighting in common areas and other places wherever possible. Efforts were made to ensure that there is no cool air leakage from its premises and have adopted measures to ensure optimum usage of air conditioners throughout its premises. As your Company has not entered into technical collaboration with any entity, there are no particulars relating to technology absorption.

During the year, a substantial portion of the revenue of the Company was derived from exports. The Company has 20 sales offices spread globally across USA, Europe and APAC. These offices are staffed with sales and technical staff for furthering the Company’s sales to overseas customers.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

During the period under review, the Company has complied with the provisions of the SS - 1 (Secretarial Standard on meeting of the Board of Directors) & SS - 2 (Secretarial Standard on General Meeting) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 of the Act.

OTHER DISCLOSURES

The Statutory Auditors of the Company has not reported incident related to fraud during the Financial year to the Audit Committee or Board of Directors under section 143(12) of the Companies AcRs.2013.

ACKNOWLEDGMENTS

Your Directors place on record their sincere thanks to our clients, partners, vendors, bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company during the year under review. Your Directors also acknowledge the grateful support and confidence of the shareholders reposed in the Company and look forward the same in the future.

For and on behalf of the Board of Directors Infinite Computer Solutions (India) Limited

Sd/- Sd/-

Upinder Zutshi Ravindra Rama Rao Turaga

Managing Director & CEO Director Place : Bengaluru

(DIN:01734121) (DIN: 01687662) Date : May 30, 2018