AvenuesAI Limited — Proxy Solicitation & Information Statement 2024

May 3, 2024

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May 03, 2024

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai– 400 001 Scrip Code :539807	To, National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 Symbol: INFIBEAM

Dear Sir/Madam,

• Sub: Notice of the Meeting of the Equity Shareholders of Infibeam Avenues Limited convened as per directions of Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT) in the matter of Composite Scheme of Arrangement amongst Infibeam Avenues Limited (“Company” or “Demerged Company” or “Transferor Company”), Odigma Consultancy Solutions Limited (“Resulting Company”) and Infibeam Projects Management Private Limited (“Transferee Company”) under Sections 230 to 232 and Section 66 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (“Act”) and all other applicable rules and regulations, (hereinafter referred to as the “Scheme”)

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and further, to our letter dated April 30, 2024 informing directions given by the Hon’ble National Company Law Tribunal (“NCLT”) in the Company Application no. CA(CAA)/13(AHM)/2024 for convening meeting of Equity Shareholders of the Company through Video Conference (“ VC ”)/Other Audio-Visual Means (“ OAVM ”), please find enclosed herewith the copy of the Notice of NCLT convened meeting of the Equity Shareholders on Tuesday, June 04, 2024 at 10:00 A.M. IST, through VC / OAVM for the purpose of considering, and, if thought fit, approve, with or without modification(s), the arrangement embodied in the Scheme.

As per the directions of the NCLT, a Meeting of the Equity Shareholders of the Company is being convened through VC/OAVM mode, in compliance with the provisions of the Companies Act, 2013 ('Act') and related Rules, read with the applicable general circulars issued by the Ministry of Corporate Affairs, Regulation 44 and other provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), applicable SEBI Circulars and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India.

We hereby enclose a copy of the Notice convening the Meeting along with the Statement under Section(s) 102, 230 to 232 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI Listing Regulations and applicable SEBI Circulars (together referred to as ‘Notice’). The related Annexures are available on the website of the Company at www.ia.ooo.

The Notice of the Meeting along with Annexures is being sent only through electronic means to all the shareholders whose names appear as on Friday, April 26, 2024 in the Register of Members / list of Beneficial Owners as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) and who have registered their email id’s with the Company/ Depositories.

INFIBEAM AVENUES LIMITED

Regd. Office: 28[th] Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar, Taluka & District - Gandhinagar – 382 355, CIN: L64203GJ2010PLC061366 Tel: +91 79 67772204 | Fax: +91 79 67772205 | Email: ir@ia.ooo | Website: www.ia.ooo

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In compliance with the provisions of the Companies Act, 2013 read with the relevant rules made there under and SEBI Listing Regulations, the Company is providing e-voting (including remote e-voting and e-voting at the meeting) facility to its Members, to exercise their right to vote on the resolutions forming part of the Notice of NCLT convened Meeting. The Company has availed the services of Link Intime India Private Limited (LIIPL), to provide the facility of casting votes by its Members using remote e-voting /e-voting system as well as to enable the Shareholders of the Company to attend and participate in the Meeting through VC/OAVM.

In compliance with provision of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management & Administration) Rules, 2014 read with Regulation 44 of SEBI Listing Regulations, the Company has fixed Tuesday, May 28, 2024 as the cut-off date to determine the entitlement of the shareholders to cast their vote electronically in respect of the businesses to be transacted as per the Notice and to attend the meeting.

The below is the calendar of the events for e-voting:

1.	Cut-off date to record the entitlement of the shareholders to cast their vote electronically.	Tuesday, May 28, 2024
2.	Date and time of commencement of voting through electronic means.	Friday, May 31, 2024 at 9:00 a.m. IST (0900 hours)
3.	Date and time of end of voting through electronic means.	Monday, June 03, 2024 at 05:00 p.m. IST (1700 hours)

The detailed instructions for joining the Meeting through VC/OAVM, manner of casting vote through remote e-voting/e-voting and registration of e-mail address of the shareholders for the Meeting are provided in the Notice.

A copy of the said Notice is available on the website of the Company at www.ia.ooo and on the website of Link Intime India Private Limited (agency for providing the e-voting facility) at https://instavote.linkintime.co.in, Additionally, the Notice is also available on the website of the stock exchanges where Equity Shares of the Company are listed i.e., BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com, and that of SEBI at www.sebi.gov.in.

You are requested to kindly take the above on record.

Thanking You,

Yours faithfully,

For, Infibeam Avenues Limited

SHYAMA Digitally signed by SHYAMAL TRIVEDI L TRIVEDI Date: 2024.05.03 18:53:00 +05'30' Shyamal Trivedi Sr. Vice President & Company Secretary

Encl.: As above

INFIBEAM AVENUES LIMITED

Regd. Office: 28[th] Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar, Taluka & District - Gandhinagar – 382 355, CIN: L64203GJ2010PLC061366 Tel: +91 79 67772204 | Fax: +91 79 67772205 | Email: ir@ia.ooo | Website: www.ia.ooo

INFIBEAM AVENUES LIMITED

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Registered Office : 28[th] Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar – 382 355; Tel : +91-79-67772204; Fax : +91-79-67772205; E‐mail : ir@ia.ooo ; Website : www.ia.ooo; CIN : L64203GJ2010PLC061366

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF INFIBEAM AVENUES LIMITED

(Convened pursuant to order dated April 29, 2024 passed by the Hon’ble National Company Law Tribunal, Bench (“NCLT”), Ahmedabad Bench in CA(CAA)/13(AHM)2024)

MEETING DETAILS:

	MEETING DETAILS:
Day	Tuesday
Date	June 04, 2024
Time	10:00 a.m. IST(1000 hours)
Mode	Through Video Conferencing (“VC”)/Other Audio-Visual Means(“OAVM”)
Cut‐off date for sending notice to eligible shareholders	Friday, April 26, 2024
Cut‐off date for e‐ Voting	Tuesday, May 28, 2024
Remote e‐Voting start date and time	Friday, May 31, 2024 at 9:00 a.m. IST (0900 hours)
Remote e‐Voting end date and time	Monday, June 03, 2024 at 05:00 p.m. IST (1700 hours)

INDEX

Sr. No.	Contents	Page No.
1.	Notice of the Meeting of the Equity Shareholders of Infibeam Avenues Limited Section(s) 230 to 232 of the Companies Act, 2013(“Act”) read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations)Rules, 2016(“CAA Rules”) (“Notice”)	1-14
2.	Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 as amended from time to time.	15-80
3.	Annexure‐1 Composite Scheme of Arrangement amongst Infibeam Avenues Limited (“Infibeam”or “Demerged Company”or“Transferor 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 Sections 230 to 232 read with Section 66 of the Companies Act, 2013 and other applicable laws includingrules and regulations(“Scheme”)	81-151

4.	Annexure‐2 Copy of unaudited standalone financial statements of Infibeam for nine months ended on December 31, 2023 and audited standalone financial statements of Infibeam for financial year ended as on March 31, 2023.	152-272
5.	Annexure‐3 Copy of unaudited standalone financial statements of Odigma for nine months ended on December 31, 2023 and audited standalone financial statements of Odigma for financial year ended as on March 31, 2023.	273-362
6.	Annexure‐4 Copy of unaudited standalone financial statements of IPMPL for nine months ended on December 31, 2023 and audited standalone financial statements of IPMPL for financial year ended as on March 31, 2023.	363-436
7.	Annexure‐5 Valuation Report dated August 07, 2023 (‘Valuation Report’) issued by Den Valuation (OPC) Private Limited, Registered Valuer.	437-457
8.	Annexure‐6 Fairness Opinion dated August 07, 2023 (‘Fairness Opinion’) issued by Kunvarji Finstock Pvt. Ltd., a Category-I Merchant Banker	458-470
9.	Annexure‐7 Complaints Report dated September 29, 2023 submitted by Infibeam Avenues Limited to the BSE Limited(‘BSE’)	471-472
10.	Annexure‐8 Complaints Report dated October 28, 2023 submitted by Infibeam Avenues Limited to the National Stock Exchange of India Limited(‘NSE’)	473-474
11.	Annexure‐9 Copy of observation letter dated February 22, 2024 from BSE Limited (‘BSE’) to Infibeam Avenues Limited	475-478
12.	Annexure–10 Copy of observation letter dated February 23, 2024 from National Stock Exchange of India Limited(‘NSE’)to Infibeam Avenues Limited	479-482
13.	Annexure‐11 Note in respect of details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against Infibeam, Odigma and IPMPL and its promoters and directors.	483-493
14.	Annexure–12 Copy of the report adopted by the Board of Directors of Infibeam in its meeting held on August 08, 2023pursuant to theprovisions of Section 232(2)(c)of the Companies Act, 2013	494-497
15.	Annexure–13 Copy of the report adopted by the Board of Directors of Odigma in its meeting held on August 07, 2023pursuant to theprovisions of Section 232(2)(c)of the Companies Act, 2013	498-501
16.	Annexure–14 Copy of the report adopted by the Board of Directors of IPMPL in its meeting held on August 07, 2023pursuant to theprovisions of Section 232(2)(c)of the Companies Act, 2013	502-505
17.	Annexure–15 Copy of the details of assets, liabilities, net-worth and revenue of Demerged Company / Transferor Company, Resulting Company and Transferee Company, both Pre-Scheme and Post-Scheme	506-506

18.	Annexure–16 Copy of the details of assets and liabilities of Infibeam Avenues Limited that are being transferred to Odigma Consultancy Solutions Limited on account of demerger and Infibeam Projects Management Private Limited on account of slumpsale	507-507
19.	Annexure–17 The additional information to be submitted to SEBI as advised byBSE vide its e-mail	508-627
20.	Annexure–18 The additional information to be submitted to SEBI as advised by NSE vide letter dated September 27, 2023	628-741
21.	Annexure–19 Abridged prospectus of Odigma as provided in Part E of Schedule VI of Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements)Regulations, 2018.	742-756
22.	Annexure–20 Abridged prospectus of IPMPL as provided in Part E of Schedule VI of Securities and Exchange Board of India(Issue of Capital and Disclosure Requirements)Regulations, 2018.	757-769

The Notice of the Meeting, Statement under Sections 102, 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable SEBI Circulars and Annexure-1 to Annexure-20 (page nos. 1 to 769) constitute a single and complete set of documents and should be read in conjunction with each other, as they form an integral part of this document.

FORM CAA 2

[Pursuant to Section 230(3) of the Companies Act, 2013 read with Rule 6 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD BENCH CA(CAA)/13(AHM)2024

In the matter of the Companies Act, 2013;

And

In the matter of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013;

And

In the matter of Infibeam Avenues Limited;

And

In the matter of Odigma Consultancy Solutions Limited;

And

In the matter of Infibeam Projects Management Private Limited;

And

In the matter of Composite Scheme of Arrangement amongst Infibeam Avenues Limited, Odigma Consultancy Solutions Limited, and Infibeam Projects Management Private Limited and their respective shareholders and creditors

Infibeam Avenues Limited

CIN: L64203GJ2010PLC061366

A Company incorporated under the provisions of the Companies Act, 1956 and now deemed to be incorporated under the Companies Act, 2013 and having its registered office at 28[th] Floor, GIFT Two Building, Block No. 56, Road – 5C, Zone – 5, GIFT City, Gandhinagar – 382355, India.

…… Demerged Company / Applicant Company

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NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF INFIBEAM AVENUES LIMITED

To,

The Equity Shareholders of Infibeam Avenues Limited (“Infibeam” or “Demerged Company” or “Transferor Company”):

Notice is hereby given that by an order dated April 29, 2024 in Application No. CA(CAA)/13(AHM)2024, ( “Order” ), the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“ NCLT ”) has directed a meeting to be held of the Equity Shareholders of the Infibeam Avenues Limited ( “Infibeam” or “Demerged Company” or “Transferor Company” ) for the purpose of considering, and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Composite Scheme of Arrangement amongst Infibeam Avenues Limited (“ Infibeam ”), Odigma Consultancy Solutions Limited ( “Odigma” ), and Infibeam Projects Management Private Limited ( “IPMPL” ) and their respective shareholders and creditors (“ Scheme ”) pursuant to the provisions of Sections 230 to 232 read with Section 66 of the Companies Act, 2013 and the other applicable provisions thereof and applicable rules thereunder.

In pursuance of the Order of the Hon’ble NCLT and as directed therein further, this notice is hereby given that a Meeting of the Equity Shareholders of the Infibeam will be held on Tuesday, June 04, 2024 at 10:00 AM (1000 hours) IST through Video Conference (“ VC ”)/Other Audio-Visual Means (“ OAVM ”) (“ Meeting ”) in compliance with the applicable provisions of the Companies Act, 2013 ( “Companies Act” ) and General Circulars No. 14/2020 dated April 08, 2020; No. 17/2020 dated April 13, 2020; No. 20/2020 dated May 05, 2020; No. 22/2020 dated June 15, 2020; No.33/2020 dated September 28, 2020; No. 39/2020 dated December 31, 2020; No. 10/2021 dated June 23 2021; No. 20/2021 dated December 08, 2021; No. 03/2022 dated May 05, 2022; No. 11/2022 dated December 28, 2022 and No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as the “MCA Circulars”), read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May, 2022, SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 issued by the Securities and Exchange Board of India (“SEBI”) (“SEBI Circular”) and the equity shareholders of the Company are requested to attend the Meeting. At the Meeting, the following resolution will be considered and if thought fit, be passed, with or without modification(s):

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other rules, circulars and notifications issued thereunder (including any statutory modification or re‐enactment thereof) as may be applicable issued by the Ministry of Corporate Affairs, Section 2(1B) of the Income‐Tax Act, 1961, the Securities and Exchange Board of India Act, 1992 and the regulations made thereunder including Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re‐enactment thereof, for the time being in force) read with the Securities and Exchange Board of India Master Circular No. SEBI/HO/CFD/POD‐2/P/CIR/2023/93 dated June 20, 2023 and duly amendment thereof from time to time and other applicable circulars issued by the Securities and Exchange Board of India from time to time, the no adverse observations letter(s)/No‐objection letter(s) issued by BSE Limited dated February 22, 2024 and the National Stock Exchange of India Limited dated February 23, 2024, and subject to the provisions of the Memorandum of Association and Articles of Association of the Company and subject to the approval of Hon’ble National Company Law Tribunal, Ahmedabad Bench ( “Hon’ble Tribunal”/“NCLT” ) and subject to such other approvals, permissions and sanctions of regulatory and other authorities or tribunals, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” , which term shall

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be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the arrangement embodied in the Composite Scheme of Arrangement amongst Infibeam Avenues Limited and Odigma Consultancy Solutions Limited and Infibeam Projects Management Private Limited and their respective shareholders and creditors ( “Scheme” ) the draft of which was circulated along with this Notice, as enclosed with this notice of the meeting, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to the above resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, at any time and for any reason whatsoever, which may be required and/or imposed by the NCLT or tribunals while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise or meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected or incidental thereto, including passing of such accounting entries and /or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper without being required to seek any further approval of the equity shareholders to the end and intent that the equity shareholders shall be deemed to have given their approval thereto expressly by authority under the aforementioned and this resolution and the Board be and is hereby further authorized to execute such further deeds, documents and writings that maybe considered necessary, make necessary filings and carry out any or all activities for the purpose of giving effect to these resolutions and implementation of the arrangement.”.

RESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any Director(s) and/or officer(s) of the Company, to give effect to this resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from shareholders of the Company.”

TAKE FURTHER NOTICE that since this Meeting is held, pursuant to the Order passed by the NCLT and in compliance with the MCA Circulars, through VC/OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders will not be available for the present Meeting and hence, the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Section 113 of the Companies Act, authorized representatives of institutional/ corporate shareholders may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided that such equity shareholder sends a scanned copy (PDF/JPG Format) of its board or governing body resolution/authorization etc., authorizing its representative to attend the Meeting through VC/OAVM on its behalf, vote through e-voting during the Meeting and/or to vote through remote e-voting.

TAKE FURTHER NOTICE that each equity shareholder can opt for only one mode of voting i.e., either E- voting at the Meeting or through Remote e-voting. In case of Equity Shareholder cast votes by Remote e- voting, as aforesaid, the concerned Equity Shareholder will nevertheless be entitled to attend the Meeting and participate in the discussions in the Meeting but will not be entitled to vote again during the Meeting. In case of equity shareholders exercising their right to vote via both modes, i.e., casting of vote by Remote E-voting and at the Meeting, then vote cast through Remote E-voting shall prevail over voting by the said equity shareholder at the Meeting and the vote cast at the Meeting shall be treated as invalid. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently. The instructions for E-voting at the Meeting and Remote E- voting are appended to the notice. In case of Remote E-voting, the votes should be cast in the manner described in the instructions during the Remote E-voting Period.

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TAKE FURTHER NOTICE

• a) in compliance with the provisions of (i) MCA Circulars; (ii) Sections 108 and 230 of the Companies Act read with the rules framed thereunder; (iii) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and (iv) Securities and Exchange Board of India Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, the Company has provided the facility of voting by remote e-voting and e-voting at the Meeting so as to enable the equity shareholders to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by equity shareholders of Company to the Scheme shall be carried out only through remote e-voting and e- voting at the Meeting;

• b) in compliance with the aforesaid MCA Circulars, Circular issued by Securities and Exchange Board of India and the Order passed by NCLT, (a) the aforesaid Notice, (b) the Scheme, (c) the explanatory statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of Companies Act and the rules made thereunder, and (d) the enclosures as indicated in the Index (collectively referred to as “ Particulars ”), are being sent through electronic mode to those Equity Shareholders whose e-mail IDs are registered with Link Intime India Private Limited (“ Link Intime ”)/depositories/ Company in compliance with the MCA Circular and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023. Accordingly, the aforesaid Particulars are being sent to all the equity shareholders whose names appear in the register of members/list of beneficial owners on Friday, April 26, 2024. The voting rights of the Equity Shareholders shall be in proportion to their holding in the paid-up share capital of the Company as on Tuesday, May 28, 2024 (“ Cut‐Off Date ”). The equity shareholders, who will be present in the Meeting through VC/OAVM facility and have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through E-voting system during the Meeting. A person who is not an equity shareholder of the Company as on the Cut-off Date, should treat the notice for information purpose only;

• c) the Equity Shareholders may note that the aforesaid Particulars will be available on the Company’s website www.ia.ooo, websites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and on the website of Link Intime at https://instavote.linkintime.co.in. The copy of the notice can be obtained by emailing the Company Secretary of the Company at ir@ia.ooo.

• d) copies of the aforesaid Particulars can be obtained free of charge, between 11.00 a.m. to 01.00 p.m. on all working days (except Saturday, Sunday and Public holidays), up to the date of Meeting, at the registered office of the Applicant Company.

• e) Company has extended the remote e-voting facility for its Equity Shareholders to enable them to cast their votes electronically. The instructions for remote e-voting and e-voting at the Meeting are appended to the Notice. The Equity Shareholders opting to cast their votes by remote e-voting and voting during the Meeting through VC/ OAVM are requested to read the instructions in the Notes below carefully. In case of remote e-voting, the votes should be cast in the manner described in the instructions from Friday, May 31, 2024 at 9:00 a.m. IST (0900 hours) to Monday, June 03, 2024 at 05:00 p.m. IST (1700 hours).

• f) NCLT has appointed Dr. Binod Kumar Sinha, Ex-Member of NCLT as Chairman of the said meeting including any adjournment thereof.

• g) One independent director of Company and the auditor (or his authorized representative who is qualified to be an auditor) of Company shall be attending the Meeting through VC/OAVM.

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• h) The Tribunal has further appointed Mr. Mayur Jugtawat, Practicing Advocate as the scrutinizer to scrutinize the e-voting during the Meeting and remote e-voting process in a fair and transparent manner;

• i) the scrutinizer shall after the conclusion of e-voting at the Meeting, first download the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting and shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and submit his combined report to the Chairman/any authorized person as appointed by the Chairman of the Meeting. The scrutinizer’s decision on the validity of the votes shall be final. The results of the votes cast through remote e-voting and e-voting during the Meeting will be announced not later than two working days from the conclusion of the meeting. The results, together with the scrutinizer’s report, will be displayed on the website of Company i.e. www.ia.ooo and on the website of Link Intime India Private Limited at https://instavote.linkintime.co.in, besides being communicated to BSE Limited and the National Stock Exchange of India Limited. The results of the Meeting will be reported by the Chairman to the NCLT within three days from the conclusion of the meeting.

• j) the Scheme, if approved at the Meeting, will be subject to the subsequent approval of NCLT; and

• k) a copy of the explanatory statement, under Sections 230(3), 232(1) and (2) and 102 of the Companies Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of Companies Act and the rules made thereunder, the Scheme and the other enclosures as indicated in the Index are enclosed.

The Scheme shall be considered approved if it is approved by requisite majority of Equity Shareholders in accordance with the provisions of Sections 230 to 232 of the Act and the SEBI Listing Regulations read with the SEBI Merger Circular.

In accordance with the Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India (ICSI) read with MCA Circulars and clarification/guidance on applicability of Secretarial Standards – 1 and 2 dated April 15, 2020, issued by the ICSI, the proceedings of the Meeting shall be deemed to be conducted at the registered office of the Company which shall be the deemed venue of the Meeting. Since the Meeting will be held through VC/OAVM, the Route Map is not annexed to this notice.

Dated this May 03, 2024

Place: Gandhinagar

Sd/- Dr. Binod Kumar Sinha Chairman appointed for the meeting

Registered Office:

28[th] Floor, GIFT Two Building, Block No. 56, Road – 5C, Zone – 5 GIFT City, Gandhinagar – 382355 in the state of Gujarat (CIN: L64203GJ2010PLC061366)

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Notes:

1. Pursuant to the directions of the Hon’ble National Company Law Tribunal, Ahmedabad Bench vide its order dated April 29, 2024, the Meeting of the Equity Shareholders of the Company is being conducted through video conferencing (‘VC’)/other audio-visual means (‘OAVM’) facility to transact the business set out in the Notice convening this Meeting. The Meeting will be conducted in compliance with the provisions of the Act, SS-2, SEBI Listing Regulations, read with other applicable SEBI Circulars and in compliance with the requirements prescribed by the Ministry of Corporate Affairs for holding general meetings through VC/OAVM and providing facility of e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020,33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 (collectively the ‘MCA Circulars’). Accordingly, the meeting of the Equity Shareholders of the Company will be convened on Tuesday, 04 June 2024 at 10:00 a.m. (1000 hours) (IST), through VC/OAVM, for the purpose of considering, and if thought fit, approving, the Scheme of Amalgamation amongst Infibeam Avenues Limited, Odigma Consultancy Solutions Limited and Infibeam Projects Management Private Limited and their respective shareholders and creditors.

The deemed venue for the Meeting shall be the Registered Office of the Infibeam Avenues Limited.

2. The Explanatory Statement pursuant to Sections 102, 230 to 232 of the Act read with other applicable provisions of the Act, and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, read with SEBI Listing Regulations and other applicable SEBI Circulars in respect of the business set out in the Notice of the Meeting is annexed hereto.

3. As per the directions provided in the Order of the NCLT, and in compliance with the MCA Circulars, the Notice of the Meeting and the accompanying documents mentioned in the Index are being sent only through electronic mode via e-mail to those Equity Shareholders whose e-mail addresses are registered with the Company/Registrar and Transfer Agent/Depository Participant(s) (‘DP’)/ Depositories. Physical copy of this Notice along with accompanying documents will be sent to those who request for the same.

4. The Equity Shareholder may note that the aforesaid documents can also be accessed from the websites of the Stock Exchanges i.e. the BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the documents is also available on the e- voting website of Link Intime India Private Limited ("Link Intime") (agency for providing the Remote e- Voting facility) i.e. https://instavote.linkintime.co.in and that of SEBI at https://www.sebi.gov.in.

5. Members attending the Meeting through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act and as per the terms of the Order of the NCLT. Further, the Order also directs that in case the required quorum for the Meeting is not present at the commencement of the Meeting, then the Meeting shall be adjourned by 30 minutes and thereafter, the persons present shall be deemed to constitute the quorum.

6. All the documents referred to in the accompanying explanatory statement, shall be available for inspection through electronic mode during the proceedings of the Meeting. The Equity Shareholders seeking to inspect copies of the said documents may send an email at ir@ia.ooo. Further, all the documents referred to in the accompanying explanatory statement shall also be open for inspection by the Equity Shareholders at the registered office of the Company between 11.00 a.m. to 01.00 p.m. on all working days (Except Saturday, Sunday and Public holiday) up to the date of the Meeting.

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7. The Notice convening the Meeting will be published through advertisement in (i) Financial Express (Ahmedabad edition) in English language; and (ii) Financial Express (Ahmedabad edition) in Gujarati language.

8. The SEBI Scheme Circular, inter alia, provides that approval of Public Shareholders of the Infibeam Avenues Limited to the Scheme shall also be obtained by way of voting through e-voting. Since, Infibeam is seeking the approval of its Equity Shareholders (which includes Public Shareholders) to the Scheme by way of voting through e-voting, no separate procedure for voting through e-voting would be required to be carried out by Infibeam for seeking the approval to the Scheme by its Public Shareholders in terms of SEBI Scheme Circular. The aforesaid notice sent to the Equity Shareholders (which includes Public Shareholders) of Infibeam would be deemed to be the notice sent to the Public Shareholders of Infibeam. For this purpose, the term ‘Public’ shall have the meaning assigned to it in Rule 2(d) of the Securities Contracts (Regulations) Rules, 1957 and the term ‘Public Shareholders’ shall be construed accordingly. In terms of SEBI Scheme Circular, Infibeam has provided the facility of voting by e-voting to its Public Shareholders.

9. Further, in accordance with the SEBI Scheme Circular, the Scheme shall be acted upon only if the number of votes cast by the Public Shareholders in favour of the aforesaid resolution for approval of the Scheme is more than the number of votes cast by the Public Shareholders against it.

10. Only a person, whose name is recorded in the Register of Members maintained by the Company/Registrar and Transfer Agents (‘RTA’) or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-Off Date (i.e., Tuesday, May 28, 2024) shall be entitled to exercise his/her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. The voting rights of the Equity Shareholders shall be in proportion to their holding in the paid-up share capital of the Company as on close of business hours on the Cut-off date. A person who is not an Equity Shareholder as on the cut-off date should treat the Notice for information purpose only.

11. The voting period for remote e-voting (prior to the Meeting) shall commence on and from Friday, May 31, 2024 at 9:00 a.m. IST (0900 hours) to Monday, June 03, 2024 at 05:00 p.m. IST (1700 hours). The remote e-voting module shall be disabled by Link Intime thereafter. The Company is additionally providing the facility of e-voting during the Meeting.

12. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this Meeting is being held pursuant to the MCA Circulars and SEBI Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the Meeting and hence the Proxy Form, Attendance Slip and route map of the Meeting are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorized representatives to attend the Meeting through VC/OAVM and participate thereat and cast their votes through e-voting.

13. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPEG Format) of its Board Resolution or Governing Body Resolution/Authorization Letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Company by e-mail at ir@ia.ooo at least forty eight (48) hours before the Meeting.

14. In case of joint holders attending the Meeting, the Member whose name appears as the first holder in the order of the names as per the Register of Members of the Company will be entitled to vote at the Meeting.

15. The Members can join the Meeting through the VC/OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the Meeting through VC/OAVM will be made available for 1,000

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members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the Meeting without restriction on account of first come first served basis.

16. It is clarified that casting of votes by remote e-voting (prior to the Meeting) does not disentitle Members from attending the Meeting. However, after exercising right to vote through remote e-voting prior to the Meeting, a Member shall not be allowed to vote again at the Meeting. In case the shareholders cast their vote via both the modes i.e. remote e-voting prior to the Meeting as well as during the Meeting, then voting done through remote e-voting before the Meeting shall prevail once the vote on a resolution is cast by the Shareholder, whether partially or otherwise. The Shareholder shall not be allowed to change it subsequently.

17. SEBI introduced Online Dispute Resolution Mechanism (“ODR Mechanism”) through various circulars including its updated Master Circular no. SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195 dated December 28, 2023 i.e. “Master Circular for Online Dispute Resolution”. The said Master Circular and the process note are available on the website of the Company at www.ia.ooo As per the said circulars, investors shall first take up their grievance with the listed entity by lodging a complaint directly with the concerned listed entity and if the grievance is not redressed satisfactorily, the investor may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal at www.scores.gov.in, in accordance with the process laid out therein. After exhausting all available options for resolution of the grievance, if the investor is still not satisfied with the outcome, he/she can initiate dispute resolution through the ODR Portal at https://smartodr.in/login. Alternatively, the investor/client can initiate dispute resolution through the ODR Portal if the grievance lodged with the Company was not satisfactorily resolved in accordance with and subject to the relevant SEBI circulars. It must be noted that the dispute resolution through the ODR portal can be initiated only if such complaint / dispute is not pending before any arbitral process, court, tribunal or consumer forum or if the same is non-arbitrable under Indian Law. There shall be no fees for registration of a complaint/dispute on the ODR portal, and the fees for conciliation or arbitration process including applicable GST, stamp duty etc. shall be borne by the Investor /Company/other market participant as the case may be.

18. Securities and Exchange Board of India (“SEBI”) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Equity shareholders holding shares in electronic form are requested to submit their PAN to their Depository Participants, and those holding shares in physical form are requested to submit their PAN to Registrar and Transfer Agent, Link Intime India Private Limited at ahmedabad@linkintime.co.in.

19. Process for those Members whose email ids are not registered ‐ for registration of Email addresses to obtain Notice of the Company:

• a) For Members holding shares in Physical mode - please provide necessary details like Folio No., Name of shareholder by email to ir@ia.ooo.

• b) Members holding shares in Demat mode can get their E-mail ID registered by contacting their respective Depository Participant.

20. General Information:

• (i) Shareholders/Members are encouraged to join the Meeting through Tablets/Laptops connected through broadband for better experience.

• (ii) Shareholders/Members are required to use Internet with a good speed (preferably 2 MBPS

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download stream) to avoid any disturbance during the meeting.

• (iii) Please note that Shareholders/Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

• (iv) Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

• (v) Shareholders who would like to express their views or ask questions during the Meeting may register themselves as a speaker shareholder by sending their request from their registered email address mentioning their name, DP ID and Client ID / Folio Number, PAN, mobile number at ir@ia.ooo. The Speaker registration will be open during the period from Friday, May 31, 2024 at 9.00 a.m. IST (0900 hours) to Monday, June 03, 2024 at 05:00 p.m. IST (1700 hours). Those Shareholders who have registered themselves as a speaker will only be allowed to express their views /ask questions during the Meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Meeting.

21. VOTING THROUGH ELECTRONIC MEANS:

• A. In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility provided by Listed Entities, and any other applicable provisions as amended, the Company is pleased to offer the facility of voting through electronic means and the businesses set out in the Notice above may be transacted through such electronic voting. The facility of casting the votes by the Members using an electronic voting system from a place other than venue of the Meeting (‘remote e-voting’) is provided by Link Intime India Private Limited.

• B. The Members who will be present in the Meeting through VC facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting.

• C. The Members who have cast their vote by remote e-voting prior to the Meeting may also attend / participant in the Meeting through VC but shall not be entitled to cast their vote again.

• D. The remote e-voting period commences at 9:00 a.m. IST (0900 hours) on Friday, May 31, 2024 ends on 05:00 p.m. IST (1700 hours) on Monday, June 03, 2024. During this period Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Tuesday, May 28, 2024, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by Link Intime India Private Limited for e-voting thereafter. Members have the option to cast their vote on the resolution using the remote e-Voting facility either during the period commencing from 9:00 a.m. IST (0900 hours) on Friday, May 31, 2024 to 05:00 p.m. IST (1700 hours) on Monday, June 03, 2024 or e-Voting during the Meeting. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently or cast the vote again.

• E. The voting rights of shareholders shall be in proportion to their shares in the Paid Up Equity Share Capital of the Company as on the cut-off date, being Tuesday, May 28, 2024.

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22. Instructions for Remote E‐voting and E‐voting at the Meeting:

Pursuant to SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode can vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:

Type of shareholders		Login Method
Individual Shareholders holding securities in demat mode with NSDL	   	If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders holding securities in demat mode with CDSL	 Existing user of who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e- Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginor www.cdslindia.comand click on New System Myeasi.

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	  	After successful login of Easi / Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL, KARVY, LINK INTIME, CDSL. Click on e-Voting service provider name to cast your vote. If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP where the E Voting is in progress.
Individual Shareholders (holding securities in demat mode) & login through their depository participants	 	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. Once login, you will be able to see e-Voting option. Once you click on e- Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders holding securities in Physical mode & e‐voting service provider is LINK INTIME.	1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in ▶ Click on“Sign Up”under‘SHARE HOLDER’tab and register with your following details: - A. User ID:Shareholders/ members holding shares inphysical form shall provideEvent No + Folio Number registered with the Company. B. PAN:Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable. C. DOB/DOI:Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format) D. Bank Account Number:Enter your Bank Account Number (last four digits), as recorded with your DP/Company.  Shareholders/ members holding shares inphysical formbut have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

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▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&), at least one numeral, at least one alphabet and at least one capital letter). ▶ Click “confirm” (Your password is now generated). 2. Click on ‘Login’ under ‘SHARE HOLDER’ tab. 3. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’. 4 . After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon . 5. E-voting page will appear. 6. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). 7. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’,* else to change your vote, click on ‘No’ and accordingly modify your vote.

Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian/Mutual Fund /Corporate Body’ . They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian/Mutual Fund/Corporate Body’ login for the Scrutinizer to verify the same.

Individual Shareholders holding securities in Physical mode & e‐voting service Provider is LINK INTIME, have forgotten the password:

• Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password’

• Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on ‘Submit’.

• In case shareholders/ Members is having valid email address, Password will be sent to his / her registered e-mail address.

• Shareholders/ Members can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.

• The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the password:

• Shareholders/ members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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• For shareholders/ Members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ Members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

Helpdesk for Individual Shareholders holding securities in demat mode:

In case shareholders/ members holding securities in demat mode have any technical issues related to login through Depository i.e. NSDL/ CDSL, they may contact the respective helpdesk given below:

**Login type **		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 22-23058542-43.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders & e‐voting service Provider is LINK INTIME.

In case shareholders/ Members holding securities in physical mode/ Institutional shareholders have any queries regarding e-voting, they may refer the Frequently Asked Questions (‘FAQs’) and InstaVote e‐Voting manual available at https://instavote.linkintime.co.in, under Help section or send an email to enotices@linkintime.co.in or contact on: - Tel: 022 –4918 6000.

23. Process and manner for attending the Meeting through InstaMeet:

For a smooth experience of Meeting proceedings, shareholders who are registered for the event are requested to download and install the Webex application in advance on the device that you would be using to attend the meeting by clicking on the link https://www.webex.com/downloads.html/.

Shareholders also have an option to click on the URL provided to attend the meeting. Please read the instructions carefully and participate in the meeting. For any support, shareholders may also call the RTA on the dedicated number provided in the instructions.

• a) Open the internet browser and launch the URL for InstaMeet https://instameet.linkintime.co.in and register with your following details:

DP ID / Client ID or Beneficiary ID or Folio No.	Enter your 16 digit DP ID / Client ID or Beneficiary ID or Folio Number registered with the Company.
PAN	Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence numberprovided toyou, if applicable.
Mobile No.	Enteryour mobile number.
Email ID	Enteryour email id, as recorded withyour DP/Company.

• b) Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

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24. Instructions for Shareholders/Members to Vote during the Meeting through InstaMeet:

Once the electronic voting is activated by the scrutiniser during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

• a) On the Shareholders VC page, click on the link for e-Voting “Cast your vote”.

• b) Enter Demat Account No./Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMeet and click on 'Submit'.

• c) After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

• d) Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/ Against’.

• e) After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.

• f) Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

25. In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@linkintime.co.in or contact on: - Tel: 022-49186175.

26. Other Instructions:

• (i) The Hon’ble NCLT has appointed Mr. Mayur Jugtawat, Practicing Advocate as the Scrutinizer to scrutinize the remote e-voting process as well as the e-voting system on the date of the Meeting, in a fair and transparent manner.

• (ii) The Scrutinizer shall, immediately after the conclusion of voting at the Meeting, first count the votes cast during the Meeting, thereafter unblock the votes cast through remote e-Voting and make, within two working days of conclusion of the Meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or Company Secretary or a person authorized by the Chairman in writing, who shall countersign the same.

• (iii) Based on the report received from the scrutinizer, the Company will submit within Two working days of the conclusion of the Meeting to the Stock Exchanges i.e. the BSE Limited and the National Stock Exchange of India Limited, details of the voting results as required under Regulation 44(3) of the Listing Regulations and the shall also be placed on the Company’s website www.ia.ooo and on the website of Link Intime http://instavote.linkintime.co.in.

• (iv) Subject to the receipt of requisite number of votes, the Resolutions forming part of the Meeting Notice shall be deemed to be passed on the date of the Meeting i.e. Tuesday, June 04, 2024.

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FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH CA(CAA)/13(AHM)2024

In the matter of the Companies Act, 2013;

And

In the matter of Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013;

And

In the matter of Infibeam Avenues Limited;

And

In the matter of Odigma Consultancy Solutions Limited;

And

In the matter of Infibeam Projects Management Private Limited;

And

In the matter of Composite Scheme of Arrangement amongst Infibeam Avenues Limited, Odigma Consultancy Solutions Limited, and Infibeam Projects Management Private Limited and their respective shareholders and creditors;

Infibeam Avenues Limited

CIN: L64203GJ2010PLC061366

A Company incorporated under the provisions of the Companies Act, 1956 and now deemed to be incorporated under the Companies Act, 2013 and having its registered office at 28th Floor, GIFT Two Building, Block No. 56, Road – 5C, Zone – 5, GIFT City, Gandhinagar – 382355, India.

……… Demerged Company/ Applicant Company

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EXPLANATORY STATEMENT UNDER SECTION 230(3), 230 (1) AND (2) READ WITH SECTION 232(2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENT AND AMALGAMATIONS) RULES, 2016

1. Pursuant to the order dated April 29, 2024 passed by the Hon’ble National Company Law Tribunal, Bench at Ahmedabad (“NCLT”) , in CA(CAA)/13(AHM)2024 ( “Order ”), a meeting of the Equity Shareholders of Infibeam Avenues Limited (“Infibeam” or “Demerged Company” or “Transferor Company”) is being convened through Video Conferencing (“ VC” )/ Other Audio Video Means (“ OAVM” ), on Tuesday, June 04, 2024 at 10:00 a.m. IST (1000 hours), for the purpose of considering and, if thought fit, approving with or without modification(s), the Composite Scheme of Arrangement amongst Infibeam Avenues Limited (“Infibeam” or “Demerged Company” or “Transferor 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 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the “ Act ”) and other applicable provisions of the Act, read with the Companies (Compromises, Arrangements And Amalgamations) Rules, 2016 (“ Scheme ”). Infibeam, Odigma and IPMPL are together referred to as the “ Companies” or “Parties ”, as the context may admit. A copy of the Scheme, which has been, inter alios, approved by the Committee of Independent Directors, Audit Committee and the Board of Directors of Infibeam at their respective meetings, all held on August 08, 2023 is enclosed as Annexure‐1 . Capitalized terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.

2. The Scheme, inter alia , provides for

• (a) Demerger, transfer and vesting of Global Top Level Domain Undertaking (as defined in the Scheme) of Infibeam with and into Odigma, with effect from Appointed Date i.e. 01[st] April, 2023, pursuant to the provisions of Sections 230 to 232 and Section 66 and other applicable provisions of the Companies Act, 2013 as well as Section 2(19AA) of the Income Tax Act, 1961;

• (b) Transfer and vesting of Project Management Undertaking (as defined in the Scheme) as a going concern on a Slump Sale (as defined in the Scheme) basis, with effect from Appointed Date i.e. 01[st] April, 2023, by Infibeam to IPMPL under Sections 230 to 232 and Section 66 and other provisions of the Companies Act, 2013 and in accordance with Section 2(42C) of the Income Tax Act, 1961; and

• (c) Listing of equity shares of Resulting Company on the BSE Limited and the National Stock Exchange of India Limited.

• (d) Various other matters consequently or integrally connected therewith, pursuant to the provisions of Section 230 to 232 read with Section 66 and other applicable provisions of the Act and other applicable laws.

3. In terms of the Order, the quorum for the said meeting shall be 30 (Thirty). Equity Shareholders attending the meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

4. Further in terms of the Order, in case the quorum as noted above for this meeting is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the person(s) present and voting shall be deemed to constitute the quorum.

5. Further in terms of the said Order, NCLT, has appointed Dr. Binod Kumar Sinha, Ex-Member of NCLT as the Chairman of the meeting of the Equity Shareholders including for any adjournment or adjournments thereof.

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6. This statement is being furnished as required under Sections 230(3), 232(1) and 102 of the Companies Act, 2013 (“Act”) read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Rules”) .

7. As stated earlier, NCLT by its Order has, inter alia, directed that a meeting of the Equity Shareholders of Infibeam shall be convened through VC/OAVM, on Tuesday, 04 June 2024 at 10:00 a.m. IST (1000 hours) for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme (“ Meeting”). Equity shareholders would be entitled to vote either through remote e-voting or e-voting at the Meeting.

8. The Scheme shall be considered approved if it is approved by requisite majority of equity shareholders in accordance with the provisions of Sections 230 to 232 of the Act and the SEBI Listing Regulations read with the SEBI Merger Circular.

9. If the entries in the records/registers of Infibeam in relation to the number or value, as the case may be, of the Equity Shares are disputed, the Chairman of the Meeting shall determine the number or value, as the case may be, for the purposes of the said Meeting.

10. Background:

10.1 Particulars of Infibeam Avenues Limited / Demerged Company / Infibeam

• (a) Infibeam Avenues Limited or “Infibeam” or “Demerged Company” is a public listed company incorporated on 30 June 2010 under the provisions of Companies Act, 1956. It is registered to carry on the business of digital payments, E-commerce services, software business, e-commerce technology platforms and provide a comprehensive suite of web services spanning digital payment solutions, data centre infrastructure, software platforms etc.

• (b) Corporate Identity Number (CIN): L64203GJ2010PLC061366

• (c) Permanent Account Number (PAN): AACCI3501P

• (d) Registered Office and e-mail address: 28th Floor, GIFT Two Building, Block No. 56, Road-5C, Zone5, GIFT City, Gandhinagar – 382 355, Gujarat, India E-mail address: ir@ia.ooo

• (e) The equity shares of the Demerged Company are listed on the BSE Limited and the National Stock Exchange of India Limited.

• (f) The main objects of the Infibeam as set out in its Memorandum of Association are as follows:

• To carry on in India or elsewhere the business to manufacture, produce, assemble, repair, install, maintain, convert, service, overhaul, test, buy, sell, exchange, modify, design, develop, export, import, renovate, discover, research, improve, merchandise, mould, print, insulate, hire, let on hire, broadcast relay, exhibit, inform and to act as wholesaler, retailers, agent, stockists, distributors, show room owners, franchiser or otherwise to deal in all sorts of items, system, plants, machines, instruments, apparatus, appliances, devices, articles or things of communication of different models, capacities, characteristics, applications and uses in all its branches such as radio communication, tele communications, space communication, satellite communications, wireless communications, computer communications, telephonic and telegraphic communications, wave communications, under water communications and such other communication systems as may be discovered in future and to carry out all the foregoing activities for components, parts, fittings, fixture, accessories, tools, devices and system, connected thereto.

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• To carry on in India or elsewhere in the World, with or without collaboration, the business as software engineers, software developers, software programmers, networking engineers, web designers, web development, application development and integration, varied hardware and software solutions, compushop, management of bulk data in all of its aspect and to design, develop, apply, interpret, analyse, improve and buy, sell, import, export, hire, lease, license, operate, assemble, repair, recondition, alter, convert, improve, upgrade, install, modify system development and support software of all kinds for usage in all fields of applications in all fields of technology, to provide ERP video conferencing, telecommunication software, satellite communication software, radio communication software, wireless communication software, corporate communication software, parallel communication software, collection, storing, tabulations, analysis and interpretation of data of all kinds, real time applications, web applications and to provide high‐tech solutions, to give consultancy in respect thereof and to develop, prepare, run, update, event, analyse, design, improve the various programmes and to provide, lease, hire, transfer, buy, sell, import, export such programmes to various kind of users either on BOOM or BOLT basis and other services connected therewith.

• To carry on business of online multi‐brand retail trading activity through web portal, online advertising and ticketing for entertainment events, web services and data centre services including and not limited to cloud services, storage and compute, hosting, domains, storage, data analytics and other software services.

• To carry on business of providing payments services, Internet Service Provider which includes providing Electronic Main Service, Internet, Facsimile Services, Web Sites creation, Designing, Selling, Leasing and marketing of Web Sites, produce promotion for in house as well for clients, linking Web Server to World Wide Web (WWW) through Satellite, transferring, downloading or unlinking of Software, Commercial Information, Voice and Data, Usage of Integral Service Digital Network (ISDN), Asymmetric Digital Subscriber Line (ADSL), High Speed V‐Sat Network, Video Conferencing directly or through VSNL Satellite Network or any other network whether within India and or elsewhere in the world and to manufacture all kinds of hardware, plant, machinery, equipment, softwares, systems, used in the field of information technology and to apply for authorization from the Reserve Bank of India under the Payment and Settlement Systems (PSS) Act 2007 to set up a Bharat Bill Payment Operating Unit (BBPOU) under the Bharat Bill Payment System (BBPS) in India as well as obtain necessary certification from the Bharat Bill Payment Central Unit (BBPCU) with regards to our adherence to the BBPS standards for processing bill payments so as to enable us to provide an integrated bill payment system that offers interoperable and accessible bill payment services to billers, customers through our network of agents, allows multiple payment modes, and provides instant confirmation of payment. To work as an authorised operational unit, working in adherence to the standards set by the (BBPCU) and do all such acts and deeds as specified and / or allowed by BBPCU including on‐boarding of billers and aggregators as per standards / rules, appointment of agents; carrying out due diligence (as ‘per processes and rules set out for appointment of sub‐agents); ensure confidentiality and privacy standards are in place; carry out Infrastructure development, application development, including APIs where required, in adherence to standards set by the BBPS; Transaction handling ‐ Safety and security of transactions, verification of biller information, adherence to transaction flow standards / rules set by the BBPS; handling customer grievances and disputes as per set procedures and standards for billers / agents / end‐customers; provide value‐added services ‐ provide MIS and Reporting and other services to the billers / aggregators / agents etc. and all such acts and deeds as specified / allowed by RBI or BBPCU from time to time and to undertake any business currently existing or introduced in future by RBI/ NPCI/ Governing authority in respect of the online Payment System in India.

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• To apply for authorization from Reserve Bank of India and to undertake and do the business of issuing Prepaid Payment Instruments including but not limited to Semi Open Prepaid Payment Instruments, Semi‐Closed System Payment Instruments, Open System Payment Instruments, e‐ wallets, Co‐Branded Wallets, and any other pre‐paid payment instrument existing or introduced in future in the industry as allowed by the Reserve Bank of India from time to time. To undertake supplementary business relevant to online payment systems and any related pre‐ paid instruments as per the circulars issued / amended by RBI/Governing authority from Time to time.

• To apply for authorization from Reserve Bank of India for Payments Bank under Section 22 of the Banking Regulation Act, 1949 and governed by the provisions of the Banking Regulation Act, 1949; Reserve Bank of India Act, 1934; Foreign Exchange Management Act, 1999; Payment and Settlement Systems Act, 2007; Deposit Insurance and Credit Guarantee Corporation Act, 1961; other relevant Statutes and Directives, Prudential Regulations and other Guidelines/ Instructions issued by RBI and other regulators from time to time and then to apply for scheduled bank status once it commences operations, and is found suitable as per Section 42 (6) (a) of the Reserve Bank of India Act, 1934 and to further undertake and do the business and set up outlets such as branches, Automated Teller Machines (ATMs), Business Correspondents (BCs), Acceptance of demand deposits, Issuance of ATM / Debit Cards, Payments and remittance services, Internet Banking, Function as Business Correspondent (BC) of another bank etc. and to undertake only certain restricted activities permitted to banks under the Banking Regulation Act, 1949 as allowed by the Reserve Bank of India from time to time.

• To apply for authorization from Reserve Bank of India (RBI) under the guidelines issued under Section 18 read with Section 10(2) of the Payment and Settlement Systems Act, 2007 and other applicable guidelines/ instructions issued by RBI and other regulators from time to time including to adopt the technology‐related recommendations and to further undertake the business and to act as Payment Aggregator (“PA”) and to facilitate e‐commerce sites and merchants, to accept various payment instruments from the customers for completion of their payment obligations, without the need for merchants and to create a separate payment integration system of their own and further to facilitate the merchants to connect with acquirers and to receive payments from customers, pool and transfer them on to the merchants after a time period and also to undertake / carry on other supplemental / related / ancillary business of Payment Aggregator.

• To set‐up and operate as a pan‐India umbrella entity focusing on retail payment systems, to seek authorization from the Reserve Bank of India (RBI) to operate under the PSS Act, 2007, to set‐up, manage and operate new payment system(s) in the retail space comprising of but not limited to ATMs, White Label PoS; Aadhaar based payments and remittance services; newer payment methods, standards and technologies; monitor related issues in the country and internationally; take care of developmental objectives like enhancement of awareness about the payment systems, to operate clearing and settlement systems for participating banks and non‐banks; identify and manage relevant risks such as settlement, credit, liquidity and operational and preserve the integrity of the system(s); monitor retail payment system developments and related issues in the country and internationally to avoid shocks, frauds and contagions that may adversely affect the system(s) and / or the economy in general, to fulfil policy objectives and operate on the principles of fairness, equity and competitive neutrality in determining participation in the system; frame necessary rules and the related processes to ensure that the system is safe, sound and that payments are exchanged efficiently, to carry on any other business as suitable to further strengthen the retail payments ecosystem in the

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country and endeavor to offer innovative payment systems to include hitherto excluded cross‐ sections of the society and which enhance access, customer convenience and safety and make the same distinct yet interoperable, to interact and be interoperable to the extent possible with the systems operated by NPCI and to participate in Reserve Bank’s payment and settlement systems, including having a current account with Reserve Bank, if required.”

• (g) During the last 5 years, the object clause was altered vide Special Resolution passed at the Extra Ordinary General Meeting of Infibeam held on March 09, 2021.

• (h) There has been no change in the name of Infibeam in the last 5 years.

• (i) There has been no change in the Registered Office of Infibeam in the last 5 years.

• (j) The share capital of the Infibeam as on March 31, 2024 is as follows:

Particulars	INR
Authorized Share Capital
3,50,00,00,000 EquityShares of Re. 1 each	3,50,00,00,000
Total	3,50,00,00,000
Issued Capital
2,78,20,02,130 EquityShares of Re. 1 each	2,78,20,02,130
Total	2,78,20,02,130
Subscribed and Paid Up Capital
2,78,20,02,130 EquityShares of Re. 1 each	2,78,20,02,130
Total	2,78,20,02,130

There is no change in the above capital structure subsequent to the aforesaid date.

• (k) Names of the promoters and directors along with their addresses as on date:

Details of Promoter and Promoter Group

Sr. No.	Name of the Promoter and Promoter Group	Address	Category
1	Mr. Ajitbhai Champaklal Mehta	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India.	Promoter
2	Ms. Jayshreeben Ajitbhai Mehta	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India.	Promoter
3	Mr. Vishal Ajitbhai Mehta	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India.	Promoter
4	Mr. Malav Ajitbhai Mehta	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India.	Promoter
5	Ms. Nirali Vishal Mehta	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India.	Promoter Group
6	Mr. Subhashchandra Rambhai Amin	Ram House, Near Atlanta Tower, Gulbai Tekra, Ahmedabad - 380006, Gujarat, India.	Promoter Group
7	Ms. Anoli Malav Mehta	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India.	Promoter Group

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8	Ms. Achalaben S Amin	Ram House, Near Atlanta Tower, Gulbai Tekra, Ahmedabad - 380006, Gujarat, India.	Promoter Group
9	Ms. Mokshadaben Pravinbhai Sheth	30, Hermitage Villa, Ambali, Dascroi, Ahmedabad – 380001, Gujarat, India.	Promoter Group
10	Ms. Pallavi Kumarpal Shah	8, Adesh Appt., Nr. Dharnidhar Temple, Paldi, Ahmedabad – 380007, Gujarat, India.	Promoter Group
11	Ms. Bhadrika Arvind Shah	14-A, Ashok Vatika, Ambli - Bopal Road, Bopal, Ahmedabad – 380058, Gujarat, India.	Promoter Group
12	Ms. Shreya Nisarg Parikh	A - 38, Shri Krishna Apartment, Bodakdev, Ta - Daskroi, Ahmedabad – 380054, Gujarat, India.	Promoter Group
13	Infinium Motors Private Limited	842 Near YMCA, Sarkhej-Gandhinagar highway, Ahmedabad - 380 006, Gujarat, India	Promoter Group
14	Infinium Communications Private Limited	9thFloor Shitiratna, Off C G Road, Nr. Panchavati Circle, Ahmedabad - 380 006, Gujarat, India.	Promoter Group
15	Infinium Motors (Gujarat) Private Limited	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India	Promoter Group
16	Ajit Mehta HUF	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India	Promoter Group
17	Vishal Mehta HUF	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India	Promoter Group
18	Malav Mehta HUF	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India	Promoter Group
19	V.M. Associates	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India	Promoter Group
20	Advanced Energy Resources & Management Private Limited	Plot No.392, Palasuni Rasulgarh Bhubaneswar -751010	Promoter Group
21	YORO Club LLP	9thFloor Shitiratna, Off C G Road, Nr. Panchavati Circle, Ahmedabad - 380 006, Gujarat, India.	Promoter Group
22	VIMA Enterprises LLP	9thFloor Shitiratna, Off C G Road, Nr. Panchavati Circle, Ahmedabad - 380 006, Gujarat, India.	Promoter Group

Details of Directors

Name of the Director	Designation	DIN	Address
Mr. Ajit Champaklal Mehta	Chairman Emeritus & Non-Executive Director	01234707	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India
Mr. Vishal Ajitbhai Mehta	Chairman & ManagingDirector	03093563	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India
Mr. Vishwas Ambalal Patel	Joint Managing Director	00934823	Sai Darshan Apartment, 1st Floor Chapel Lane, S.V. Road, Santacruz (W), Mumbai - 400 054, Maharashtra, India

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Mr. Keyoor Madhusudan Bakshi	Independent Director	00133588	B - 305, Silver Gardenia, Opp. Vishvanath Mahadev Temple, S G Highway, Gota, Ahmedabad 382 481, Gujarat, India
Mr. Roopkishan Sohanlal Dave	Independent Director	02800417	Plot No.296/2, Sector-7/A, Gandhinagar - 382 007, Gujarat, India.
Ms. Vijaylaxmi Tulsidas Sheth	Independent Director	07129801	405, Moin Apt, Muslim Society, Navrangpura, Ahmedabad - 380 009, Gujarat, India.
Mr. Piyushkumar Mithileshkumar Sinha	Independent Director	00484132	Plot No. 169, Meadows -2, Gokuldham, Sanand, Ahmedabad - 382110, Gujarat, India.

• (l) Copy of unaudited standalone financial statements of Infibeam for nine months ended as on December 31, 2023 and audited standalone financial statements of Infibeam for financial year ended as on March 31, 2023 are enclosed as Annexure‐2 .

10.2 Particulars of Odigma Consultancy Solutions Limited/ Resulting Company

• (a) Odigma Consultancy Solutions Limited or “Odigma” or “Resulting Company” is a public limited company incorporated on February 28, 2011 under the provisions of the Companies Act, 1956. It is engaged in the business of online digital marketing, consultancy in ecommerce solutions and to provide e- commerce technologies for promotion and marketing of all products and service using online digital technologies and interactive channels such as search engine optimization, social media optimization, link exchange, pay per click (PPC), affiliate marketing, banner advertising, rich media, social bookmarking, directory listings articles, blogs, etc.

• (b) Corporate Identity Number (CIN): U72900GJ2011PLC131548

• (c) Permanent Account Number (PAN): AABCO4323Q

• (d) Registered Office and e-mail address: 27[th] Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar – 382 355, Gujarat, India.

• E-mail address: ir@odigma.ooo

• (e) The main objects of the Odigma as set out in its Memorandum of Association are as follows:

“To carry online digital marketing, consultancy in e‐commerce solutions, provide e‐commerce technologies for promotion and marketing of all products and service using online digital technologies and interactive channels such as search engine optimization, social media optimization, link exchange, pay per click (ppc), affiliate marketing, banner advertising, rich media, social bookmarking, directly listings, articles, blogs.”

• (f) There has been no change in the objects of Odigma in the last 5 years.

• (g) The name of the company was changed from Odigma Consultancy Solutions Private Limited to Odigma Consultancy Solutions Limited pursuant to conversion of the company from private limited to public limited with effect from July 05, 2023.

• (h) The Registered Office of the Odigma Consultancy Solutions Limited was changed from 211, 3rd Floor, “Kasthuri”, Kasturi Nagar Service Road, Outer Ring Road, Bangalore-560043, Karnataka, India to its present address with effect from March 11, 2022

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• (i) The Share Capital of Odigma as on March 31, 2024 was as follows:

Particulars	INR
Authorized Share Capital
50,00,000 EquityShares of INR 1/- each	50,00,000
Total	50,00,000
Issued Capital
43,90,400 EquityShares of INR 1/- each	43,90,400
Total	43,90,400
Subscribed and Paid Up Capital
43,90,400 EquityShares of INR 1/- each	43,90,400
Total	43,90,400

There is no change in the above capital structure subsequent to the aforesaid date.

The equity shares of Resulting Company are not listed on stock exchanges in India or on any other stock exchange elsewhere.

• (j) Names of the promoters and directors along with their addresses as on date:

Details of Promoters and Promoter Group

Sr. No.	Name of the Promoter and Promoter Group	Address	Category
1	Infibeam Avenues Limited	28thFloor, GIFT Two Building, Block No. 56, Road- 5C, Zone-5, GIFT City, Gandhinagar – 382 355, Gujarat, India	Promoter

Details of Directors

Name of the Director	Designation	DIN	Address
Mr. Vishal Ajitbhai Mehta	Non-Executive Director	03093563	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India
Mr. Mathew Jose	Managing Director	08781735	No 2/1, Maria cottage K H B Road, 1st Cross, Behind Pushpanjali theatre, Sultanpalya, R T Nagar, Bangalore, Karnataka - 560032
Mr. Laljibhai Vora	Non-Executive Director	00535626	A/2/13, Panchratna Apartment, Nr, Sandesh Press Road, Bodakdev, Ahmedabad-380054, Gujarat, India

• (k) Copy of unaudited standalone financial statements of Odigma for nine months ended as on 31st December, 2023 and audited standalone financial statements of Odigma for financial year ended as on 31st March, 2023 are enclosed as Annexure‐3.

10.3 Particulars of Infibeam Projects Management Private Limited/ Transferee Company/IPMPL

• (a) Infibeam Projects Management Private Limited or Transferee Company” or “IPMPL” is a private limited company incorporated on February 14, 2022 under the provisions of the Companies Act, 2013. It is inter-alia is engaged in the business as inter alia, builders, town planners, real estate

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developers, infrastructure developers, Engineers land developers, property owners, Facility Management Service, Data Center Services including and not limited to cloud services, cloud computing, IT infrastructure management, web services, storage and compute, hosting, domains, storage, data analytics, contractors, sub-contractors, dealers etc.

• (b) Corporate Identity Number (CIN): U70109GJ2022PTC129384

• (c) Permanent Account Number (PAN): AAGCI5356J

• (d) Registered Office and e-mail address: 28[th ] Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar – 382 355, Gujarat, India. E-mail address: vishal.mehta@ia.ooo

• (e) The main objects of the Transferee Company as set out in its Memorandum of Association are as follows:

“To carry on the business as builders, Town Planners, real estate‐developers, Infrastructure developers, Engineers land developers, property owners, Facility Management Services, Data Center Services including and not limited to cloud services, cloud computing, IT Infrastructure management, web services, storage and compute, hosting, domains, storage, data analytics, contractors, sub‐ contractors, dealers by advancing money to and enter into contracts and arrangements of all kinds with builders, tenants, occupiers and others and to erect and construct either independently or jointly in partnership, joint venture or on agency or sub contracts basis with or on behalf of any individual firm, body corporate, association or society, Central or State Government, Cantonment board or any local authority, service apartments, service plots, and own, sell, acquire, process, develop, construct, demolish, enlarge, rebuild, renovate, decorate, repair, maintain, let out, hire, lease, rent, pledge, mortgage, invest intermediaries, or otherwise deal in construction of all descriptions like land, buildings, flats, shops, commercial, educational and non‐commercial complexes, houses and other immovable properties of any tenure and any interest therein, hotels, cinema houses, auditoriums, gallery, club houses, roads, body buildings, airports, towers, platforms, highways, tunnels, pipelines, hospitals, nursing homes, clinic, godowns, freehold and leasehold ground and land, developing, property in general; any project for generation and/or distribution of electricity or any other form of power; and any telecommunication services and to carry on the business of and act as promoters, organizers, developers and agents of lands, estate, property industrial estate, housing schemes, shopping / office complexes, township, warehouses, farm‐houses, holiday resorts and building for factories and to deal with purchase, sell, such properties either as owner and/or agents to deal with the same in any manner whatsoever in India or anywhere in the world and other services that are normally offered by data processing and computer centers to industrial, Commercial, Business and other types of Customer, Electronic Data Processing to Customers and others and to design, develop, alter, make, manufacture, produce, process, assemble, contract for, buy, sell, export, import, trade, or lease, hire or otherwise deal in computers, computer machinery, spare parts, electronic components, hardware, software, disks, plotters, digitizers in India or elsewhere.”

• (f) The Registered Office of the Infibeam Projects Management Private Limited was never changed till date.

• (g) The share capital of the Transferee Company as on March 31, 2024 was as follows:

Particulars	INR
Authorized Share Capital
10,000 EquityShares of INR 10/- each	1,00,000
Total	1,00,000
Issued Capital
10,000 EquityShares of INR 10/- each	1,00,000

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Total	1,00,000
Subscribed and Paid Up Capital
10,000 EquityShares of INR 10/- each	1,00,000
Total	1,00,000

There is no change in the above capital structure subsequent to the aforesaid date.

The equity shares of Transferee Company are not listed on stock exchanges in India or on any other stock exchange elsewhere.

• (h) Names of the promoters and directors along with their addresses as on date:

Details of Promoters and Promoter Group

Sr. No.	Name of the Promoter and Promoter Group	Address	Category
1	Infibeam Avenues Limited	28th Floor, GIFT Two Building, Block No. 56, Road- 5C, Zone-5, GIFT City, Gandhinagar – 382 355, Gujarat, India	Promoter

Details of Directors

Name of the Director	Designation	DIN	Address
Mr. Vishal Mehta	Director	03093563	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India
Mr. Ajit Mehta	Director	01234707	Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India

• (i) Copy of unaudited standalone financial statements of IPMPL for nine months ended as on December 31, 2023 and audited standalone financial statements of IPMPL for financial year ended as on March 31, 2023 are enclosed as Annexure‐4 .

11. Rationale and Benefits of the Scheme

The proposed restructuring pursuant to the Scheme is expected, inter alia , to result in following benefits:

• (i) Demerger, transfer and vesting of GTLD Undertaking from the Demerged Company to Resulting Company to result into:

• a. Segregation of Demerged Company’s GTLD Undertaking into Resulting Company;

• b. Future growth and expansion of the GTLD Undertaking would require differentiated strategy aligned to its industry specific risks, market dynamics and growth trajectory;

• c. Allow management of the Resulting Company to pursue independent growth strategies in markets;

• d. The proposed re-structuring would create enhanced value for the shareholders through potential unlocking of value through listing of GTLD business as well as business of the Resulting Company on the NSE and BSE;

• e. Since both the businesses are having separate growth trajectories, the proposed restructuring would enable both the businesses to pursue their growth opportunities and offer investment opportunities to potential investors;

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• f. Enhance competitive strength, achieve cost reduction and efficiencies of aforesaid companies and thereby significantly contributing to future growth;

• g. Provide scope of collaboration and expansion; and

• h. Rationalization, standardization and simplification of business processes and systems of the GTLD Undertaking on being demerged into Resulting Company;

• i. The proposed re-structuring would provide opportunity to shareholders of Infibeam to directly participate in GTLD Undertaking and Resulting Company’s business; and

• j. The proposed re-structuring would enable investors to hold investments in the businesses with different investment characteristics, which best suit their investment strategies and risk profiles;

• (ii) Transfer and vesting of the Project Management Undertaking of the Transferor Company as a going concern to the Transferee Company, on Slump Sale basis to result into:

• a. The Transferee Company is a wholly owned subsidiary of the Transferor Company. The Project Management Undertaking comprises of, inter alia , the GIFT City Tower Two building and related amenities which is strategically located in the GIFT City and incubates/houses various startups, aids projects and other technology related entities, which can be categorized as part of non-core business activities of the Transferor Company. With explosive potential opportunities visible in GIFT City and consequent enhanced opportunities for growth and development, the Project Management Undertaking of the Transferor Company would require increased capital and focused operations for tapping the said opportunities. The value of such non-core business activities is not getting reflected in the value of business of the Transferor Company, should form part of an independent entity and a separate strategy should be formed for unlocking the value of such non-core business activities of the Transferor Company. In view of the same, it has become necessary to transfer the said business to the Transferee Company;

• b. The said transfer would entail smoother operations of the respective businesses under independent management set up paving way for growth and development of each of the business;

• c. The Scheme will result in simplification of the group structure and management structure leading to the better administration and more focused operational efforts, rationalization, standardization and simplification of business processes;

• d. Unlocking the value of the said business, which would enable optimal exploitation, monetization and development of both the Companies;

• e. The Scheme will enable entities to leverage their resources to align future cash flows; and

• f. The synergies that exist between the Transferor Company and Transferee Company in terms of services and resources can be put to best advantage of all the stake holders.

12. Relationship between companies forming part of the Scheme:

(a) Demerged Company/Infibeam

Sr. No.	Name of the Company	Relation
1	Odigma Consultancy Solutions Limited	Infibeam Avenues Limited is the Holding Company of Odigma ConsultancySolutions Limited.
2	Infibeam Projects Management Private Limited	Infibeam Avenues Limited is the Holding Company of Infibeam Projects Management Private Limited.

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(b) Resulting Company/ Odigma

Sr. No.	Name of the Company	Relation
1	Infibeam Avenues Limited	Odigma Consultancy Solutions Limited is Wholly Owned Subsidiaryof Infibeam Avenues Limited.
2	Infibeam Projects Management Private Limited	Odigma Consultancy Solutions Limited and Infibeam Projects Management Private Limited are Fellow Subsidiaries.

(a) Transferee Company/ Infibeam Projects Management

Sr. No.	Name of the Company	Relation
1	Infibeam Avenues Limited	Infibeam Projects Management Private Limited is Wholly Owned Subsidiary of Infibeam Avenues Limited.
2	Odigma Consultancy Solutions Limited	Infibeam Projects Management Private Limited and Odigma Consultancy Solutions Limited are Fellow Subsidiaries.

Corporate Approvals:

13. The proposed Scheme was placed before the Audit Committee of the Demerged Company at its meeting held on August 08, 2023. The Audit Committee of the Demerged Company took into account Valuation Report dated August 07, 2023 issued by Den Valuation (OPC) Private Limited, Independent Registered Valuer and Fairness Opinion dated August 07, 2023 issued by Kunvarji Finstock Private Limited. The Audit Committee of the Demerged Company based on the aforesaid, inter alia, recommended the Scheme to the Board of Directors of the Demerged Company.

14. The Board of Directors of the Demerged Company (after taking on record the recommendations of the Audit Committee), Resulting Company and Transferee Company at their respective Board Meeting held on August 08, 2023 and August 07, 2023 had approved the proposed Composite Scheme of Arrangement, after taking on record the Valuation Report dated August 07, 2023 issued by Den Valuation (OPC) Private Limited, Independent Registered Valuer and Fairness Opinion dated August 07, 2023 issued by Kunvarji Finstock Private Limited. The same are annexed to this Notice as Annexure‐5 and Annexure‐6 respectively.

Names of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate in such resolution:

a) Demerged Company

Name of the Directors	Designation	Voted in Favor	Voted Against	Absent from the meeting
Mr. Ajit Champaklal Mehta	Chairman Emeritus & Non- Executive Director	Yes	-	-
Mr. Vishal Ajitbhai Mehta	Chairman & Managing Director	Yes	-	-
Mr. Vishwas Ambalal Patel	Joint Managing Director	Yes	-	-

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Mr. Keyoor Madhusudan Bakshi	Independent Director	Yes	-	-
Mr. Roopkishan Sohanlal Dave	Independent Director	Yes	-	-
Ms. Vijaylaxmi Tulsidas Sheth	Independent Director	Yes	-	-
Mr. Piyushkumar Mithileshkumar Sinha	Independent Director	Yes	-	-

• b) Resulting Company

Name of the Directors	Designation	Voted in Favor	Voted Against	Absent from the meeting
Mr. Vishal Ajitbhai Mehta	Chairman & Non-Executive Director	Yes	-	-
Mr. Mathew Jose	Managing Director	Yes	-	-
Mr. Laljibhai Vora	Non-Executive Director	Yes	-	-

• c) Transferee Company

Name of the Directors	Designation	Voted in Favor	Voted	Absent from the meeting
			Against
Mr. Ajit Mehta	Director	Yes	-	-
Mr. Vishal Mehta	Director	Yes	-	-

Approvals and actions taken in relation to the Scheme:

15. BSE was appointed as the Designated Stock Exchange by Infibeam for the purpose of co-ordinating with the SEBI for obtaining approval of SEBI in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. Infibeam had by its two separate letters, both dated August 21, 2023, applied to both the Stock Exchanges for their no-objection to the Scheme enclosed. Thereafter, certain information/details/queries were sought/raised by BSE/NSE and the same were submitted by Infibeam.

17. Infibeam had filed its no complaints report with BSE and NSE, dated September 29, 2023, and dated October 28, 2023, respectively. This report indicates that Infibeam received no complaints from the equity shareholders with respect to the Scheme. A copy of the no complaints report submitted by Infibeam, dated September 29, 2023, and dated October 28, 2023 to BSE and NSE, respectively is enclosed as Annexure‐7 and Annexure‐8.

18. Infibeam received no-objection letter regarding the Scheme from BSE dated February 22, 2024, conveying its no-objection for filing the Scheme with NCLT pursuant to the letter addressed by SEBI to BSE. Infibeam also received no-objection letter regarding the Scheme from NSE dated February 23, 2024 conveying its no-objection for filing the Scheme with NCLT pursuant to the letter addressed by SEBI to NSE. Copies of the no-objection/ no adverse observations letters, both

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dated February 22, 2024 and February 23, 2024, received from BSE and NSE, respectively, are enclosed as A nnexure‐9 and Annexure‐10.

19. Pursuant to the aforesaid advice of SEBI, separate note in respect of details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against Infibeam, Odigma and IPMPL and its promoters and directors are enclosed as Annexure‐ 11.

20. The Companies would obtain the respective necessary approvals/sanctions/no objection(s) from the regulatory or other Governmental Authorities in respect of the Scheme in accordance with law, if so required.

21. CA(CAA)/13(AHM)2024 along with annexures thereto (which includes the Scheme) was jointly e- filed by Infibeam, Odigma and IPMPL, with the NCLT, on dated March 18, 2024. The hard copy whereof was filed with the NCLT on dated March 19, 2024. Order dated April 29, 2024 was passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”) in CA(CAA)/13(AHM)2024.

22. Salient Features of the Scheme:

Certain clauses of the Scheme are extracted below:

PART A

DEFINITIONS, INTERPRETATION AND SHARE CAPITAL

1. Definitions:

• 1.1. “ Act” means the Companies Act, 2013 as amended from time to time, and shall include any other statutory re‐enactment thereof, read with all surviving and applicable provisions of the Companies Act, 1956 and shall include all rules, regulations, circulars, notifications, guidelines made or issued in relation thereto from time to time;

• 1.2. “ Applicable Law(s) or Law(s)” means any applicable national, foreign, provincial, local or other law including applicable provisions of all (a) constitutions, decrees, treaties, statutes, laws (including the common law), codes, notifications, rules, regulations, policies, guidelines, circulars, directions, directives, ordinances or orders of any Government Authority, statutory authority, court, tribunal having jurisdiction over the Parties; (b) approvals; and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Government Authority having jurisdiction over the Parties as may be in force from time to time;

• 1.3. “Appointed Date” means 1[st] April, 2023 or such other date as may be approved by the Tribunal or by any other competent authority subject to applicable provisions of the Companies Act, 2013 and agreed to by the Board of all the Companies;

• 1.4. “ Board of Directors” or “Board ” in relation to each of the Demerged Company, Resulting Company and the Transferee Company, as the case may be, means the board of directors of such company, and shall include a committee of directors or any person authorized by the board of directors or such committee of directors duly constituted and authorized for the purposes of matters pertaining to this Scheme or any other matter relating thereto;

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• 1.5. “Companies ” or “ Parties” shall mean the Demerged Company, Resulting Company and Transferee Company, collectively, and term “Company” or “Party” shall mean each of them individually;

• 1.6. “Demerged Company” or “ Transferor Company ” or “ Infibeam ” shall mean Infibeam Avenues Limited, a public limited company incorporated on 30[th] June, 2010 under the provisions of Companies Act, 1956 bearing Corporate Identification Number L64203GJ2010PLC061366 and having its registered office at 28th Floor, GIFT Two Building, Block No. 56, Road‐5C, Zone‐5, GIFT CITY, –

• Gandhinagar 382 355, Gujarat, India

• 1.7. “ Demerged Undertaking” shall mean Global Top Level Domain Undertaking;

• 1.8. “Effective Date” means the date on which the certified copy of the order of the NCLT under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 sanctioning the Scheme is filed with the Registrar of Companies, Gujarat, at Ahmedabad;

• 1.9. “ Encumbrances” means (i) any charge, lien (statutory or other), or mortgage, any easement, encroachment, right of way, right of first refusal or other encumbrance or security interest securing any obligation of any person; (ii) pre‐emption right, option, right to acquire, right to set off or other third party right or claim of any kind, including any restriction on use, voting, selling, assigning, pledging, hypothecating, or creating a security interest in, place in trust (voting or otherwise), receipt of income or exercise; or (iii) any equity, assignments hypothecation, title retention, restriction, power of sale or other type of preferential arrangements; or (iv) any agreement to create any of the above; the term “Encumber” shall be construed accordingly;

• 1.10. “Governmental Authority” shall mean any national, state, provincial, local or similar government, governmental, statutory, regulatory or administrative authority, government department, agency, commission, board, branch, tribunal or court or other entity authorized to make laws, rules, regulations, standards, requirements, procedures or to pass directions or orders having the force of law, or any non‐governmental regulatory or administrative authority, body or other organization to the extent that the rules, regulations and standards, requirements, procedures or orders of such authority, body or other organization have the force of law, or any stock exchange of India;

• 1.11. “INR” or “Rs.” means the lawful currency of the Republic of India;

• 1.12. “ Global Top Level Domain Undertaking ” or “ GTLD Undertaking ” means all the businesses, undertakings, activities, properties, investments and liabilities, of whatsoever nature and kind and whosesoever situated, pertaining to Global Top Level Domain (“ GTLD ”) business, including the following:

• (a) all immovable properties, if any, i.e. land together with the buildings and structures standing thereon (whether freehold, leasehold, leave and licensed, right of way, tenancies or otherwise) currently being used for the purpose of and in relation to the GTLD business and all documents (including panchnamas, declarations, receipts) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest in connection with the said immovable properties;

• (b) all assets, as are movable in nature pertaining to and in relation to the GTLD business, whether present or future or contingent, tangible or intangible, in possession or reversion, corporeal or incorporeal (including electrical fittings, furniture, fixtures, appliances, accessories, office equipments, communication facilities, installations and inventory), actionable claims, current assets, earnest monies and sundry debtors, financial assets, outstanding loans and advances,

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recoverable in cash or in kind or for value to be received, provisions, receivables, funds, cash and bank balances and deposits including accrued interest thereto with Governmental Authority, banks, customers and other persons, the benefits of any bank guarantees, performance guarantees and tax related assets, including but not limited to goods and service tax input credits, value added/sales tax/entry tax credits or set‐offs, advance tax, tax deducted at source, tax refunds and minimum alternate tax credit;

• (c) all permits, licenses, permissions including municipal permissions, right of way, approvals, clearances, consents, benefits, registrations, rights, entitlements, credits, certificates, awards, sanctions, allotments, quotas, no objection certificates, exemptions, concessions, subsidies, liberties and advantages including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereto pertaining to the GTLD business;

• (d) all contracts, agreements, purchase orders/service orders, operation and maintenance contracts, memoranda of understanding, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, minutes of meetings, bids, tenders, expression of interest, letter of intent, hire and purchase arrangements, lease/licence agreements, tenancy rights, agreements/panchnamas for right of way, equipment purchase agreements, agreement with customers, purchase and other agreements with the supplier/manufacturer of goods/service providers, other arrangements, undertakings, deeds, bonds, schemes, concession agreements, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether written, oral or otherwise and all rights, title, interests, claims and benefits thereunder pertaining to the GTLD business;

• (e) all applications, including hardware, software, licenses, source codes (including any copies thereof), scripts, registrations, goodwill, licenses, trademarks, trade names, service marks, copyrights, patents, patent rights, copyrights, domain names, designs, trade secrets, research and studies, technical knowhow, confidential information or any other intellectual property rights (whether owned, licensed or otherwise, and whether registered or unregistered) of any description and nature whatsoever and right to use any other intellectual property (whether perpetual or not) of Infibeam having used in the GTLD business;

• (f) all rights to use and avail telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by Infibeam pertaining to or in connection with or relating to Infibeam in respect of the GTLD business and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by Infibeam and pertaining to the GTLD business;

• (g) all books, records, files, papers, engineering and process information, software licenses (whether proprietary or otherwise), test reports, computer programmes, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, quotations, sales and advertising materials, product registrations, dossiers, product master cards, lists of present and former customers and suppliers including service providers, other customer information, customer credit information, customer/supplier pricing information, and all other books and records, whether in physical or electronic form that pertain to the GTLD business;

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• (h) all debts, liabilities including contingent liabilities, duties, Taxes and obligations of Infibeam in relation to and pertaining to the GTLD business;

• (i) all taxes, tax deferrals and benefits, subsidies, concessions, privilege, refund of any tax, duty, cess, tax credits (including, without limitation, all amounts claimed as refund, whether or not so recorded in the books of accounts, and credits in respect of income tax, such as carry forward tax losses and unabsorbed depreciation), tax deducted at source, tax collected at source, foreign tax credit, equalization levy, customs duty, central value added tax, value added tax, turnover tax, goods and services tax, minimum alternate tax credit, central sales tax and excise duty pertaining to the GTLD business, and all rights to any claim not preferred or made by the Transferor Company in respect of (a) any refund of tax, duty, cess or other charge (including any erroneous or excess payment thereof made and pertaining to the GTLD business) and any interest thereon, and (b) any set‐off, carry forward of unabsorbed losses, deferred revenue expenditure, deduction, exemption, rebate, allowance, amortisation benefit, etc. under Applicable Law pertaining to the GTLD business;

• (j) all employees of Infibeam employed/engaged in and relatable to the GTLD business as on the Effective Date;

• (k) all legal or other proceedings of whatsoever nature that pertain to the GTLD business; and

• (l) any other asset/liability which is deemed to be pertaining to the GTLD Undertaking by the board of directors of the Demerged Company.

Explanation:

In case of any question that may arise as to whether any particular asset or liability and/or employee pertains or does not pertain to the GTLD business or whether it arises out of the activities or operations of the GTLD business, the same shall be decided by mutual agreement between Board of Directors of the Demerged Company and the Resulting Company.

• 1.13. “NCLT” or “ Tribunal ” means the Ahmedabad Bench of the Hon’ble National Company Law Tribunal, which has jurisdiction in relation to Demerged Company, Resulting Company and Transferee Company;

• 1.14. “Project Management Undertaking” means all the businesses, undertakings, activities, properties, investments and liabilities, of whatsoever nature and kind and wheresoever situated, pertaining to Project Management business, including the following:

• (a) all immovable properties, if any, i.e. land together with the buildings and structures standing thereon (whether freehold, leasehold, leave and licensed, right of way, tenancies or otherwise) including the units of the GIFT Tower Two, basement car parking, common amenities/facilities etc. currently being used for the purpose of and in relation to the Project Management business and all documents (including panchnamas, declarations, receipts) of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest in connection with the said immovable properties;

• (b) all assets, as are movable in nature pertaining to and in relation to the Project Management business, whether present or future or contingent, tangible or intangible, in possession or reversion, corporeal or incorporeal (including electrical fittings, furniture, fixtures, appliances, accessories, office equipments, communication facilities, installations and inventory), actionable

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claims, current assets, earnest monies and sundry debtors, financial assets, outstanding loans and advances, recoverable in cash or in kind or for value to be received, provisions, receivables, funds, cash and bank balances and deposits including accrued interest thereto with Governmental Authority, banks, customers and other persons, the benefits of any bank guarantees, performance guarantees and tax related assets, including but not limited to goods and service tax input credits, value added/sales tax/entry tax credits or set‐offs, advance tax, tax deducted at source, tax refunds and minimum alternate tax credit;

• (c) all permits, licenses, permissions including municipal permissions, right of way, approvals, clearances, consents, benefits, registrations, rights, entitlements, credits, certificates, awards, sanctions, allotments, quotas, no objection certificates, exemptions, concessions, subsidies, liberties and advantages including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereto pertaining to the Project Management business;

• (d) all contracts, agreements, purchase orders/service orders, operation and maintenance contracts, memoranda of understanding, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, minutes of meetings, bids, tenders, expression of interest, letter of intent, hire and purchase arrangements, lease/licence agreements, tenancy rights, agreements/panchnamas for right of way, equipment purchase agreements, agreement with customers, purchase and other agreements with the supplier/manufacturer of goods/service providers, other arrangements, undertakings, deeds, bonds, schemes, concession agreements, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether written, oral or otherwise and all rights, title, interests, claims and benefits thereunder pertaining to the Project Management business;

• (e) all applications, including hardware, software, licenses, source codes (including any copies thereof), scripts, registrations, goodwill, licenses, trademarks, trade names, service marks, copyrights, patents, patent rights, copyrights, domain names, designs, trade secrets, research and studies, technical knowhow, confidential information, or any other intellectual property rights (whether owned, licensed or otherwise, and whether registered or unregistered), of any description and nature whatsoever and right to use any other intellectual property (whether perpetual or not) of Infibeam having used in the Project Management business;

• (f) all rights to use and avail telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by Infibeam pertaining to or in connection with or relating to Infibeam in respect of the Project Management business and all other interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by Infibeam and pertaining to the Project Management business;

• (g) all books, records, files, papers, engineering and process information, software licenses (whether proprietary or otherwise), test reports, computer programmes, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, quotations, sales and advertising materials, product registrations, dossiers, product master cards, lists of present and former customers and suppliers including service providers, other customer information, customer credit information, customer/supplier pricing information, and all other

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books and records, whether in physical or electronic form that pertain to the Project Management business;

• (h) all debts, liabilities including contingent liabilities, duties, Taxes and obligations of Infibeam in relation to and pertaining to the Project Management business;

• (i) all taxes, tax deferrals and benefits, subsidies, concessions, privilege, refund of any tax, duty, cess, tax credits (including, without limitation, all amounts claimed as refund, whether or not so recorded in the books of accounts, and credits in respect of income tax, such as carry forward tax losses and unabsorbed depreciation), tax deducted at source, tax collected at source, foreign tax credit, equalization levy, customs duty, central value added tax, value added tax, turnover tax, goods and services tax, minimum alternate tax credit, central sales tax and excise duty pertaining to the Project Management business, and all rights to any claim not preferred or made by the Transferor Company in respect of (a) any refund of tax, duty, cess or other charge (including any erroneous or excess payment thereof made and pertaining to the Project Management business) and any interest thereon, and (b) any set‐off, carry forward of unabsorbed losses, deferred revenue expenditure, deduction, exemption, rebate, allowance, amortization benefit, etc. under Applicable Law pertaining to the Project Management business;

• (j) all employees of Infibeam employed/engaged in and relatable to the Project Management business as on the Effective Date

• (k) all legal or other proceedings of whatsoever nature that pertain to the Project Management business; and

• (l) any other asset/liability which is deemed to be pertaining to the Project Management Undertaking by Board of Directors of the Transferor Company

Explanation:

In case of any question that may arise as to whether any particular asset or liability and/or employee pertains or does not pertain to the Project Management business or whether it arises out of the activities or operations of the Project Management business, the same shall be decided by mutual agreement between Board of Directors of the Transferor Company and the Transferee Company.

• 1.15. “Record Date” means the date to be fixed by the Board of Directors of the Resulting Company and the Demerged Company for the purpose of determining the shareholders of Infibeam, as the case may be, to whom shares of the Resulting Company shall be allotted pursuant to demerger under this Scheme;

• 1.16. “ Remaining Business ” with respect to Infibeam means all business activities of Infibeam other than the Global Top Level Domain Undertaking and Project Management Undertaking;

• 1.17. “ Resulting Company ” or “ ODIGMA ” means Odigma Consultancy Solutions Limited, a public limited company incorporated under the provisions of Companies Act, 2013 bearing Corporate Identity Number U72900GJ2011PTC131548 having its registered office at 27th Floor, GIFT II Building, Block No. 56, Road‐5C, Zone‐5, GIFT CITY, Gandhinagar – 382 355, Gujarat, India;

• 1.18. “RoC” means the Registrar of Companies, Gujarat;

• 1.19. “ Scheme” or “the Scheme” or “this Scheme” means this Composite Scheme of Arrangement amongst the Demerged Company, the Resulting Company and the Transferee Company and their respective

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shareholders and creditors, pursuant to Section 230 to 232 and Section 66 and other relevant provisions of the Act, with such modifications as may be made from time to time, with the appropriate approvals and sanctions of the NCLT and other relevant Government Authority, as may be required under the Act and under all other Applicable Laws;

• 1.20. “ SEBI” means the Securities and Exchange Board of India established under the Securities and Exchange Board of India Act, 1992;

• 1.21. “ SEBI Listing Regulations ” means the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and shall include any statutory modification, amendment and re‐enactment thereof for the time being in force or any act, regulations, rules, guidelines, etc., that may replace such regulations;

• 1.22. “ SEBI Scheme Circular ” means Master Circular No. SEBI/HO/CFD/POD‐2/P/CIR/2023/93 dated 20th June, 2023, and includes any substitution, modification or reissuance thereof from time to time;

• 1.23. “ Slump Sale ” sale of an undertaking on a going concern basis, for a lump sum consideration without values being assigned to the individual assets and liabilities, as defined under Section 2(42C) of the Income Tax Act, 1961;

• 1.24. “ Stock Exchanges ” means the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE) collectively.

• 1.25. “ Tax” or “Taxes” means any or all taxes (direct or indirect), surcharges, fees, levies, duties, tariffs, imposts and other charges of any kind in each case in the nature of a tax, imposed by any Governmental Authority (whether payable directly or by withholding), including taxes based upon or measured by income, windfall or other profits, gross receipts, property, sales, severance, branch profits, customs duties, excise, CENVAT, tax deducted at source, tax collected at source, self‐ assessment tax, advance tax, regular assessment taxes, service tax, goods and services tax, stamp duty, transfer tax, value‐added tax, minimum alternate tax, banking cash transaction tax, securities transaction tax, equalisation levy, dividend distribution tax, buy‐back tax, taxes withheld or paid in a foreign country, customs duty and registration fees (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto);

• 1.26. “Net Worth ” shall mean the aggregate book value of assets reduced by the aggregate book value of liabilities of Project Management Undertaking as on the Appointed Date, transferred pursuant to this Scheme;

• 1.27. “ Transferee Company” or “IPMPL” means Infibeam Projects Management Private Limited, a private limited company incorporated under the provisions of Companies Act, 2013 bearing Corporate Identity Number U70109GJ2022PTC129384 having its registered office at 28th Floor, GIFT II Building, Block No. 56, Road‐5C, Zone‐5, GIFT CITY, Gandhinagar – 382 355, Gujarat, India;

PART B

DEMERGER OF GLOBAL TOP LEVEL DOMAIN UNDERTAKING OF DEMERGED UNDERTAKING AND ITS VESTING IN RESULTING COMPANY

4. TRANSFER OF ASSETS

• 4.1. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Global Top Level Domain Undertaking (including all the assets, rights, claims, title, interest and authorities including accretions and appurtenances of the Global Top Level Domain Undertaking) shall,

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subject to the provisions of this Clause in relation to the mode of transfer and vesting and pursuant to Sections 230 to 232 read with Section 66 and other applicable provisions of the Act and without any further act, instrument or deed, be demerged from the Demerged Company and be transferred to and vested in and be deemed to have been demerged from Demerged Company and transferred to and vested in the Resulting Company as a going concern so as to become as and from the Appointed Date, the assets, rights, claims, title, interest and authorities of Resulting Company, subject to the provisions of this Scheme in relation to Encumbrances in favour of banks and/or financial institutions.

• 4.2. In respect of such of the assets of the Global Top Level Domain Undertaking as are movable in nature or are otherwise capable of transfer by delivery or possession, or by endorsement and / or delivery, the same shall be so transferred by Demerged Company, upon the coming into effect of this Scheme, and shall become the property of Resulting Company as an integral part of the Global Top Level Domain Undertaking with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Act without requiring any deed or instrument of conveyance for transfer of the same, subject to the provisions of this Scheme in relation to Encumbrances in favour of banks and/or financial institutions.

• 4.3. In respect of movables other than those dealt with in Clause 4.2 above including sundry debts, receivables, bills, credits, loans and advances, if any, whether recoverable in cash or in kind or for value to be received, bank balances, investments, earnest money and deposits with any Governmental Authority, quasi‐ governmental authority, local or other authority or body or with any company or other person, the same shall on and from the Appointed Date stand transferred to and vested in Resulting Company without any notice or other intimation to the debtors.

• 4.4. The Resulting Company may without being obliged and if it so deems appropriate at its sole discretion, give notice in such form as it may deem fit and proper, to each person, debtor, or depositee, as the case may be, that the said debt, loan, advance, balance or deposit stands transferred and vested in Resulting Company.

• 4.5. In respect of such of the assets belonging to the Global Top Level Domain Undertaking other than those referred to in Clause 4.2 and 4.3 above, the same shall, as more particularly provided in Clause Error! Reference source not found. above, without any further act, instrument or deed, be demerged from Demerged Company and transferred to and vested in and/or be deemed to be demerged from Demerged Company and transferred to and vested in Resulting Company upon the coming into effect of this Scheme and with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Act. For the purpose of giving effect to the vesting order passed under Section 230 to 232 read with Section 66 and other applicable provisions of the Act in respect of the Scheme, Resulting Company shall be entitled to exercise all the rights and privileges and be liable to pay all Taxes and charges and fulfil all its obligations, in relation to or applicable to all such immovable properties, including mutation and/or substitution of the title to, or interest in the immovable properties which shall be made and duly recorded by the Governmental Authority(ies) in favour of Resulting Company pursuant to the sanction of the Scheme by the NCLT and upon the effectiveness of this Scheme in accordance with the terms hereof without any further act or deed to be done or executed by Demerged Company and/or Resulting Company. It is clarified that Resulting Company shall be entitled to engage in such correspondence and make such representations, as may be necessary for the purposes of the aforesaid mutation and/or substitution.

Notwithstanding any provision to the contrary, from the Effective Date and until the owned properties, leasehold properties and related rights thereto, license/right to use the immovable property, tenancy rights, liberties and special status are transferred, vested, recorded, effected and/or perfected, in the record of the Governmental Authority, in favour of Resulting Company, the Resulting Company shall be

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deemed to be authorized to carry on the business in the name and style of Demerged Company under the relevant agreement, deed, lease and/or license, as the case may be, and Resulting Company shall keep a record and/or account of such transactions.

• 4.6. All assets, rights, title, interest and investments of Demerged Company in relation to the Global Top Level Domain Undertaking shall also, without any further act, instrument or deed stand transferred to and vested in and be deemed to have been transferred to and vested in Resulting Company upon the coming into effect of this Scheme and with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Act.

• 4.7. Without prejudice to the generality of the foregoing, upon the effectiveness of this Scheme, Resulting Company will be entitled to all the intellectual property rights of Demerged Company in relation to the Global Top Level Domain Undertaking. Resulting Company may take such actions as may be necessary and permissible to get the same transferred and/or registered in the name of Resulting Company.

• 4.8. Any asset acquired by Demerged Company after the Appointed Date but prior to the Effective Date pertaining to the Global Top Level Domain Undertaking shall upon the coming into effect of this Scheme also without any further act, instrument or deed stand transferred to and vested in or be deemed to have been transferred to or vested in Resulting Company upon the coming into effect of this Scheme.

• 4.9. For the avoidance of doubt, upon this Scheme coming into effect from the Effective Date and with effect from the Appointed Date, all the rights, title, interest and claims of Demerged Company in any leasehold/licensed properties in relation to the Global Top Level Domain Undertaking shall, pursuant to Section 232(4) and other applicable provisions of the Act, be transferred to and vested in or be deemed to have been transferred to and vested in Resulting Company automatically without requirement of any further act or deed.

• 4.10. On and from the Effective Date, and thereafter, Resulting Company shall be entitled to operate the bank accounts of Demerged Company, in relation to or in connection with the Global Top Level Domain Undertaking, and realize all monies and complete and enforce all pending contracts and transactions and to accept stock returns, if any, and issue credit notes in relation to or in connection with the Global Top Level Domain Undertaking of Demerged Company, in the name of Resulting Company in so far as may be necessary until the transfer of rights and obligations of the Global Top Level Domain Undertaking to Resulting Company under this Scheme have been formally given effect to under such contracts and transactions.

• 4.11. All the Taxes, if any, paid or payable by Demerged Company after the Appointed Date and specifically pertaining to Global Top Level Domain Undertaking shall be treated as paid or payable by Resulting Company and the Resulting Company shall be entitled to claim all the credit, refund or adjustment for the same as may be applicable.

• 4.12. Resulting Company shall be entitled to get credit/claim refund regarding any Tax paid and/or tax deduction at source certificates, pertaining to the Global Top Level Domain Undertaking.

• 4.13. If Demerged Company is entitled to any unutilized credits (including balances or advances), benefits under the incentive schemes and policies including tax holiday or concessions relating to the Global Top Level Domain Undertaking under any Tax laws or Applicable Laws, Resulting Company shall be entitled as an integral part of the Scheme to claim such benefit or incentives or unutilized credits as the case may be without any specific approval or permission.

• 4.14. Without prejudice to the generality of the above, all benefits including under Tax laws, to which

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Demerged Company, in relation to or in connection with the Global Top Level Domain Undertaking, is entitled to in terms of the Applicable Laws, including, but not limited to advances recoverable in cash or kind or for value, and deposits with any Governmental Authority or any third party/entity, shall be available to, and vest in, Resulting Company.

• 4.15. For avoidance of doubt and without prejudice to the generality of the applicable provisions of the Scheme, it is clarified that with effect from the Effective Date and till such time that the name of bank accounts of Demerged Company, in relation to or in connection with the Global Top Level Domain Undertaking, has been replaced with that of Resulting Company, Resulting Company shall be entitled to operate the bank account of Demerged Company, in relation to or in connection with the Global Top Level Domain Undertaking, in the name of Demerged Company in so far as may be necessary. All cheques and other negotiable instruments, payment orders received or presented for encashment, which is in the name of Demerged Company, in relation to or in connection with the Global Top Level Domain Undertaking, after the Effective Date shall be accepted by the bankers of Resulting Company and credited to the account of Resulting Company, if presented by Resulting Company. Resulting Company shall be allowed to maintain bank accounts in the name of Demerged Company for such time as may be determined to be necessary by Resulting Company for presentation and deposition of cheques and pay orders that have been issued in the name of Demerged Company, in relation to or in connection with the Global Top Level Domain Undertaking. It is hereby expressly clarified that any legal proceedings by or against Demerged Company, in relation to or in connection with the Global Top Level Domain Undertaking, in relation to the cheques and other negotiable instruments, payment orders received or presented for encashment, which is in the name of Demerged Company shall be instituted, or as the case may be, continued by or against Resulting Company after the coming into effect of this Scheme.

5. TRANSFER OF CONTRACTS, DEEDS, ETC.

• 5.1. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of whatsoever nature in relation to the Global Top Level Domain Undertaking, to which Demerged Company is a party or to the benefit of which Demerged Company may be eligible, and which are subsisting or have effect immediately before the Effective Date, shall continue in full force and effect against or in favour, as the case may be, of Resulting Company and may be enforced as fully and effectually as if, instead of Demerged Company, Resulting Company had been a party or beneficiary or obligee thereto.

• 5.2. Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Global Top Level Domain Undertaking occurs by virtue of this Scheme itself, Resulting Company may, at any time after coming into effect of this Scheme in accordance with the provisions hereof, if so required under any Applicable Law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement to which Demerged Company is a party or any writings as may be necessary in order to give formal effect to the provisions of this Scheme. Resulting Company shall be deemed to be authorized to execute any such writings on behalf of Demerged Company and to carry out or perform all such formalities or compliances referred to above on part of Demerged Company.

• 5.3. For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of this Scheme, all consents, permissions, licenses, certificates, clearances, authorities, powers of attorney given by, issued to or executed in favour of Demerged Company in relation to the Global Top Level Domain Undertaking shall stand transferred to Resulting Company as if the same were originally given by, issued to or executed in favour of Resulting Company, and Resulting Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and

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benefits under the same shall be available to Resulting Company. Resulting Company shall make applications to any Governmental Authority as may be necessary in this behalf.

• 5.4. Without prejudice to the aforesaid, it is clarified that if any assets (estate, claims, rights, title, interest in or authorities relating to such assets) or any contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in relation to the Global Top Level Domain Undertaking which Demerged Company owns or to which Demerged Company is a party to, cannot be transferred to Resulting Company for any reason whatsoever, Demerged Company shall hold such asset or contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust for the benefit of Resulting Company, insofar as it is permissible so to do, till such time as the transfer is effected.

6. TRANSFER OF LIABILITIES

• 6.1. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all debts, liabilities, loans raised and used, obligations incurred, duties of any kind, nature or description (including contingent liabilities which arise out of the activities or operations of the Global Top Level Domain Undertaking) of Demerged Company as on the Appointed Date and relatable to the Global Top Level Domain Undertaking ( “GTLD Transferred Liabilities” ) shall, without any further act, instrument or deed, be and stand transferred to and be deemed to be transferred to Resulting Company to the extent that they are outstanding as on the Effective Date and shall become the debts, liabilities, loans, obligations and duties of Resulting Company which shall meet, discharge and satisfy the same. The term GTLD Transferred Liabilities shall include:

• I. the liabilities which arise out of the activities or operations of the Global Top Level Domain Undertaking;

• II. the specific loans or borrowings raised, incurred and utilized solely for the activities or operations of the Global Top Level Domain Undertaking; and

• III. in cases other than those referred to in Clause 6I or Clause 6II above, so much of the amounts of liabilities as may be decided by the Board of Directors of Demerged Company and Resulting Company which would be in compliance with the provisions of Section 2(19AA) of the Income‐ tax Act, 1961.

• 6.2. Where any of the loans raised and used, debts, liabilities, duties and obligations of Demerged Company as on the Appointed Date deemed to be transferred to Resulting Company have been discharged by Demerged Company on or after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of Resulting Company.

• 6.3. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all loans raised and used and all debts, liabilities, duties and obligations incurred by Demerged Company for the operations of the Global Top Level Domain Undertaking with effect from the Appointed Date and prior to the Effective Date, subject to the terms of this Scheme, shall be deemed to have been raised, used or incurred for and on behalf of Resulting Company and to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to and be deemed to be transferred to Resulting Company and shall become the loans, debts, liabilities, duties and obligations of Resulting Company.

• 6.4. In so far as the existing Encumbrances in respect of the GTLD Transferred Liabilities are concerned, such Encumbrances shall, without any further act, instrument or deed be modified and shall be

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extended to and shall operate only over the assets comprised in the Global Top Level Domain Undertaking which have been Encumbered in respect of the GTLD Transferred Liabilities as transferred to Resulting Company pursuant to this Scheme. Provided that if any of the assets comprised in the Global Top Level Domain Undertaking which are being transferred to Resulting Company pursuant to this Scheme have not been Encumbered in respect of the GTLD Transferred Liabilities, such assets shall remain unencumbered and the existing Encumbrances referred to above shall not be extended to and shall not operate over such assets. The absence of any formal amendment which may be required by a lender or trustee or third party shall not affect the operation of the above.

• 6.5. For the avoidance of doubt, it is hereby clarified that in so far as the assets comprising the Remaining Business are concerned, subject to Clause 6.4, the Encumbrances over such assets relating to the GTLD Transferred Liabilities shall, as and from the Effective Date without any further act, instrument or deed be released and discharged from the obligations and Encumbrances relating to the same. The absence of any formal amendment which may be required by a lender or trustee or third party shall not affect the operation of the above. Further, in so far as the assets comprised in the Global Top Level Domain Undertaking are concerned, the Encumbrances over such assets relating to any loans, borrowings or debentures or other debts or debt securities which are not transferred pursuant to this Scheme (and which shall continue with Demerged Company), shall without any further act or deed be released from such Encumbrances and shall no longer be available as security in relation to such liabilities.

• 6.6. Without prejudice to the provisions of the foregoing Clauses and upon the effectiveness of the Scheme, Demerged Company and Resulting Company shall execute any instrument(s) and/or document(s) and/or do all the acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the RoC to give formal effect to the above provisions, if required.

• 6.7. Upon the coming into effect of this Scheme, Resulting Company alone shall be liable to perform all obligations in respect of the GTLD Transferred Liabilities, which have been transferred to it in terms of this Scheme, and Demerged Company shall not have any obligations in respect of such GTLD Transferred Liabilities. However, Demerged Company shall extend necessary cooperation in this regard.

• 6.8. It is expressly provided that, save as mentioned in this Clause 6, no other term or condition of the liabilities transferred to Resulting Company as part of the Scheme is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.

• 6.9. The provisions of this Clause shall be subject to the clauses contained in any instrument, deed or writing or the terms of sanction or issue or any security document entered into between Demerged Company and Resulting Company, if any.

7. LEGAL, TAXATION AND OTHER PROCEEDINGS

• 7.1. Upon the coming into effect of this Scheme, all legal, taxation or other proceedings, of whatsoever nature (including before any statutory or quasi‐judicial authority or tribunal), by or against Demerged Company and relating to the Global Top Level Domain Undertaking, under any statute, whether pending on the Appointed Date or which may be instituted any time thereafter, shall be continued and enforced by or against ODIGMA after the Effective Date. Demerged Company shall in no event be responsible or liable in relation to any such legal or other proceedings against Resulting Company. Resulting Company shall be added as party to such proceedings and shall prosecute or defend such proceedings in co‐operation with Demerged Company.

• 7.2. If proceedings are taken against Demerged Company in respect of the matters referred to in Clause 7.1 above, it shall defend the same in accordance with the advice of Resulting Company and at the cost

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of Resulting Company, and the latter shall reimburse and indemnify Demerged Company against all liabilities and obligations incurred by Demerged Company in respect thereof.

• 7.3. Resulting Company undertakes to have all legal or other proceedings initiated by or against Demerged Company referred to in Clause 7.1 above transferred to its name as soon as is reasonably possible after the Effective Date and to have the same continued, prosecuted and enforced by or against ODIGMA to the exclusion of Demerged Company. Each of the Companies shall make relevant applications in that behalf.

8. PERMITS

• 8.1. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, permits relating to the Global Top Level Domain Undertaking shall be transferred to and vested in Resulting Company and the concerned licensor and grantors of such permits shall endorse where necessary, and record Resulting Company on such permits so as to empower and facilitate the approval and vesting of the Global Top Level Domain Undertaking in Resulting Company and continuation of operations pertaining to the Global Top Level Domain Undertaking in Resulting Company without any hindrance, and shall stand transferred to and vested in and shall be deemed to be transferred to and vested in Resulting Company without any further act or deed and shall be appropriately mutated by the Governmental Authorities concerned therewith in favour of Resulting Company as if the same were originally given by, issued to or executed in favour of Resulting Company and Resulting Company shall be bound by the terms thereof, the obligations and duties thereunder and the rights and benefits under the same shall be available to Resulting Company .

• 8.2. The benefit of all permits pertaining to the Global Top Level Domain Undertaking shall without any other order to this effect, transfer and vest into and become available to Resulting Company pursuant to the sanction of this Scheme.

9. EMPLOYEES

• 9.1. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Employees in relation to the Global Top Level Domain Undertaking of Demerged Company shall become the employees of Resulting Company with effect from the Effective Date, and, subject to the provisions hereof, on terms and conditions not less favourable than those on which they are employed by Demerged Company in the Global Top Level Domain Undertaking and without any interruption of, or break in, service as a result of the transfer of the Global Top Level Domain Undertaking. Resulting Company agrees that for the purpose of payment of any compensation, gratuity and other terminal benefits, the past services of the Employees of the Global Top Level Domain Undertaking with Demerged Company shall also be taken into account, and agrees and undertakes to pay the same as and when payable.

• 9.2. In so far as the existing provident fund, gratuity fund and pension and/or superannuation fund, trusts, retirement fund or benefits and any other funds or benefits created by Demerged Company for the employees related to the Global Top Level Domain Undertaking, if any, (collectively referred to as the “GTLD Employee Funds”), the GTLD Employee Funds and such of the investments made by the GTLD Employee Funds which are referable to the employees related to the Global Top Level Domain Undertaking, being transferred to Resulting Company, in terms of the Scheme shall be transferred to Resulting Company and shall be held for their benefit pursuant to this Scheme in the manner provided hereinafter. The GTLD Employee Funds shall, subject to the necessary approvals and permissions and at the discretion of Resulting Company, either be continued as separate funds of Resulting Company for the benefit of the employees related to the Global Top Level Domain Undertaking, or be

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transferred to and merged with other similar funds of Resulting Company. In the event that Resulting Company does not have its own funds in respect of any of the above, Resulting Company may, subject to necessary approvals and permissions, continue to contribute to relevant funds of Demerged Company, until such time that Resulting Company creates its own fund, at which time the GTLD Employee Funds and the investments and contributions pertaining to the employees related to the Global Top Level Domain Undertaking, shall be transferred to the funds created by Resulting Company. Subject to the relevant law, rules and regulations applicable to the GTLD Employee Funds, the Board of Directors or any committee thereof of Demerged Company and Resulting Company may decide to continue to make the said contributions to the Funds of Demerged Company. It is clarified that the services of the employees of the Global Top Level Domain Undertaking, will be treated as having been continuous and not interrupted for the purpose of the said fund or funds.

• 9.3. Any question that may arise as to whether any employee belongs to or does not belong to the Global Top Level Domain Undertaking shall be decided by the Board or Committee thereof of Demerged Company and Resulting Company.

10. CONSIDERATION

• 10.1. Upon the coming into effect of this Scheme and in consideration of the transfer and vesting of the Global Top Level Domain Undertaking into Resulting Company pursuant to the provisions of this Scheme, Resulting Company shall, without any further act or deed, issue and allot to each shareholder of Demerged Company, whose name is recorded in the register of members and records of the depositories as members of Demerged Company, on the Record Date in the following ratio:

• “1 (One) fully paid‐up equity share of the Resulting Company of the face value of INR 1 (Indian Rupee One) each shall be issued and allotted, at par as fully paid‐up to the equity shareholders of the Demerged Company for every 89 (Eighty‐Nine) equity shares of INR 1 (Indian Rupee One) each held by the shareholders of the Demerged Company, as on the Record Date.”

• 10.2. The equity shares to be issued and allotted as provided in Clause 10 above shall be subject to the provisions of the Memorandum of Association and Articles of Association of Resulting Company and shall rank pari‐passu in all respects with the then existing equity shares of Resulting Company after the Record Date including with respect to dividend, bonus entitlement, rights’ shares’ entitlement, voting rights and other corporate benefits.

• 10.3. In case any shareholder’s shareholding in Demerged Company is such that such shareholder becomes entitled to a fraction of an equity share of Resulting Company, if any, Resulting Company shall not issue fractional shares to such shareholder but shall consolidate such fractions and issue and allot the consolidated shares directly to a trustee nominated by the Board of Directors of Resulting Company in that behalf, who shall sell such shares in the market at such price or prices within 90 days from the date of allotment of equity shares, and on such sale, shall pay to Resulting Company, the net sale proceeds (after deduction of applicable taxes and other expenses incurred), whereupon Resulting Company shall, subject to withholding tax, if any, distribute such sale proceeds to the concerned shareholders of Demerged Company in proportion to their respective fractional entitlements.

• 10.4. The equity shares to be issued pursuant to Clause 10 above shall be issued in dematerialized form only by Resulting Company. The shareholders of Demerged Company shall be required to provide details as required thereof by Resulting Company for such issuance of shares in dematerialized form. In the event that a shareholder of Demerged Company holds equity shares of Demerged Company in physical form or if any shareholder has not provided the requisite details relating to his/her/its account with a

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depository participant or other confirmations as may be required or if the details furnished by any shareholder do not permit electronic credit of the shares of Resulting Company, then Resulting Company shall issue equity shares in demat form to a trustee nominated by the Board of Directors of Resulting Company in that behalf, who shall hold such shares for and on behalf of such shareholder or shareholders.

• 10.5. The equity shares to be issued by Resulting Company pursuant to this Scheme, in respect of such of the equity shares of Demerged Company which are held in abeyance under the applicable provisions of the Act or otherwise shall, pending allotment or settlement of dispute by order of court or otherwise, also be kept in abeyance by Resulting Company.

• 10.6. The equity shares issued pursuant to Clause 10, which Resulting Company is unable to allot due to Applicable Laws (including, without limitation, the non‐receipt of approvals of Governmental Authority as required under Applicable Law) or any regulations or otherwise shall, pending allotment, be held in abeyance by Resulting Company and shall be dealt with in the manner as may be permissible under the Applicable Law and deemed fit by the Board of Directors of Resulting Company including to enable allotment and sale of such equity shares to a trustee as mentioned in Clause 10.3 above and thereafter make distributions of the net sales proceeds in lieu thereof (after deduction of taxes and expenses incurred) to the eligible shareholders of Demerged Company, in proportion to their entitlements as per the process specified in Clause 10.3 above. If the above cannot be effected for any reason, Resulting Company shall ensure that this does not delay implementation of the Scheme; and shall, take all such appropriate actions as may be necessary under Applicable Law. Resulting Company and/or the depository shall enter into such further documents and take such further actions as may be necessary or appropriate in this regard and to enable actions contemplated therein.

• 10.7. In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholders of Demerged Company, the Board of Directors of Demerged Company shall be empowered prior to or even subsequent to the Record Date, to effectuate such transfers in Demerged Company as if such changes in registered holders were operative as on the Record Date, in order to remove any difficulties arising to the transferors of the shares in relation to the shares issued by Resulting Company. The Board of Directors of Demerged Company shall be empowered to remove such difficulties that may arise in the course of implementation of this Scheme and registration of new shareholders in Resulting Company on account of difficulties faced in the transition period.

• 10.8. The issue and allotment of equity shares by Resulting Company to the members of Demerged Company as provided in this Scheme is an integral part thereof and shall be deemed to have been carried out under the orders passed by the Tribunal without requiring any further act or deed on the part of Resulting Company as if the procedure laid down under the Act and such other Applicable Laws as may be applicable were duly complied with. It is clarified that the approval of the Board, members and creditors of Resulting Company to this Scheme shall be deemed to be their consent / approval for the issue and allotment of equity shares.

• 10.9. In the event that the Demerged Company or Resulting Company alter their equity share capital, including but not limited to, by way of share split / consolidation / further issue of shares in any manner whatsoever during the pendency of the Scheme, the share entitlement ratio as per Clause 10 above, shall be adjusted accordingly to take into account the effect of any such actions unless otherwise decided by the Board of Directors of Demerged Company and Resulting Company. It is clarified that the approval of the members and creditors of Demerged Company and Resulting Company to the Scheme shall be deemed to be their consent / approval also to the adjusted share entitlement ratio as per this clause.

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• 10.10. Resulting Company shall, if necessary and to the extent required, increase its authorized share capital to facilitate issue of equity shares under the Scheme. It is clarified that the approval of the members of Resulting Company to the Scheme shall be deemed to be their consent / approval also to the alteration of the Memorandum of Association and Articles of Association of Resulting Company as required under Section 13, 14, 61, 64 and other applicable provisions of the Act.

11. REDUCTION AND CANCELLATION OF EXISTING EQUITY SHARES OF THE RESULTING COMPANY HELD BY THE DEMERGED COMPANY

• 11.1. With effect from the Effective Date, the paid‐up share capital of the Resulting Company to the extent held by the Demerged Company, as on the Effective Date (“ Resulting Company Cancelled Shares ”) shall without any further application, act, instrument or deed, stand cancelled, extinguished or annulled.

• 11.2. The reduction and cancelled of Resulting Company Cancelled Shares shall be effected as an integral part of this Scheme under Section 230 to 232 and Section 66 of the Act, without having to follow the process under Section 66 of the Act separately.

• 11.3. On effecting the reduction and cancellation of the Resulting Company Cancelled Shares as stated in Clause 11 above, the share certificates in respect of the Resulting Company Cancelled Shares held by their respective holders shall also be deemed to be cancelled.

• 11.4. Notwithstanding the reduction and cancellation of the Resulting Company Cancelled Shares, the Resulting Company shall not be required to add ‘And Reduced’ as suffix to its name consequent upon the reduction of capital under Clause 11 above.

• 11.5. The reduction and cancellation of the Resulting Company Cancelled Shares does not involve and diminution of liability of in respect of any unpaid share capital or payment to any shareholder of any paid‐up share capital or payment in any other form.

12. ACCOUNTING TREATMENT IN THE BOOKS OF DEMERGED COMPANY AND CAPITAL REDUCTION

• 12.1. Upon the coming into effect of this Scheme, Demerged Company shall account for the transfer and vesting of the Global Top Level Domain Undertaking in its books of account as per the applicable accounting principles prescribed under the Indian Accounting Standards (Ind AS) or such other accounting principles as may be applicable or prescribed under Section 133 of the Act read with relevant rules issued thereunder.

• 12.2. The reduction, if any, in Capital Reserve account or Securities Premium account or any other account of the Demerged Company pursuant to this Clause shall be effected as an integral part of the Scheme and the order of NCLT sanctioning the Scheme shall be deemed to be also the order under Section 52 read with Section 66 and other applicable provisions of the Companies Act, 2013, for the purpose of confirming the reduction. The reduction would not involve either a diminution of liability in respect of unpaid share capital or payment of paid‐up share capital.

• 12.3. The consent of the Board, the shareholders and the creditors of Demerged Company to this Scheme shall be deemed to be the consent of its Board, shareholders and creditors for the purposes of effecting the above reduction under the provisions of Section 52 read with Section 66 and other applicable provisions of the Companies Act, 2013 and no further resolution under Section 52 read with Section 66 and other applicable provisions of the Companies Act, 2013 would be required to be passed separately.

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• 12.4. Notwithstanding anything above, Demerged Company shall not be required to add “And Reduced” as suffix to its name.

13. ACCOUNTING TREATMENT IN THE BOOKS OF RESULTING COMPANY

Upon the coming into effect of this Scheme, Resulting Company shall account for the transfer and vesting of the GTLD Undertaking in its books of account as per the applicable accounting principles prescribed under the Indian Accounting Standards (Ind AS) or such other accounting principles as may be applicable or prescribed under Section 133 of the Act read with relevant rules issued thereunder.

14. TREATMENT OF PART B OF THE SCHEME FOR THE PURPOSE OF THE INCOME TAX ACT, 1961

The provisions of Part B of this Scheme have been drawn up in compliance with the conditions relating to “Demerger” as defined under Section 2(19AA) of the Income Tax Act, 1961. If, at later date, any of the terms or provisions of this Part B are found or interpreted to be inconsistence with the provisions of Section 2(19AA) of the Income Tax Act, 1961, including as a result of an amendment in Applicable Law or the enactment of a new legislation or for any other reason whatsoever, the provisions of Section 2(19AA) of the Income Tax Act, 1961, or a corresponding provision or any amended or newly enacted law, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with provisions of Section 2(19AA) of the Income Tax Act, 1961. Such modification(s) will, however, not affect the other provisions of the Scheme.

15. CONDUCT OF BUSINESS BY DEMERGED COMPANY UNTIL THE EFFECTIVE DATE

• 15.1. With effect from the Appointed Date and up to and including the Effective Date, Demerged Company shall carry on the business and activities of the Global Top Level Domain Undertaking with reasonable diligence, business prudence and shall not except in the ordinary course of business or without prior written consent of Resulting Company, alienate, charge, mortgage, encumber or otherwise deal with or dispose of the Global Top Level Domain Undertaking or part thereof.

• 15.2. With effect from the Appointed Date and up to and including the Effective Date:

• (I) Demerged Company shall carry on and be deemed to have carried on the business and activities pertaining to Global Top Level Domain Undertaking and shall hold and stand possessed of and shall be deemed to hold and stand possessed of all its estates, assets, rights, title, interest, authorities, contracts, investments and strategic decisions pertaining to the Global Top Level Domain Undertaking for and on account of, and in trust for, Resulting Company;

• (II) All profits and income pertaining to the Global Top Level Domain Undertaking accruing or arising to Demerged Company, and losses and expenditure pertaining to the Global Top Level Domain Undertaking arising or incurred by it (including Taxes, if any, accruing or paid in relation to any profits or income) for the period commencing from the Appointed Date shall, for all purposes, be treated as and be deemed to be the profits, income, losses or expenditure (including Taxes), as the case may be, of Resulting Company;

• (III) Any rights, powers, authorities or privileges pertaining to the Global Top Level Domain Undertaking exercised by Demerged Company shall be deemed to have been exercised by Demerged Company for and on behalf of, and in trust for and as an agent of Resulting Company. Similarly, any of the obligations, duties and commitments pertaining to the Global Top Level Domain Undertaking that have been undertaken or discharged by Demerged

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Company shall be deemed to have been undertaken for and on behalf of and as an agent for Resulting Company;

• (IV) All Taxes (including, without limitation, income tax, wealth tax, sales tax, excise duty, customs duty, goods and service tax, service tax, VAT, etc.) pertaining to the Global Top Level Domain Undertaking paid or payable by Demerged Company in respect of the operations and/or the profits pertaining to the Global Top Level Domain Undertaking of Demerged Company before the Appointed Date, shall be on account of Demerged Company and, insofar as it relates to the tax payment (including, without limitation, income tax, wealth tax, sales tax, excise duty, customs duty, goods and service tax, service tax, VAT, etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by Demerged Company in respect of the profits or activities or operation pertaining to the Global Top Level Domain Undertaking of Demerged Company with effect from the Appointed Date, the same shall be deemed to be the corresponding item paid by Resulting Company and, shall, in all proceedings, be dealt with accordingly;

• (V) Demerged Company shall not vary the terms and conditions of service of the employees pertaining to the Global Top Level Domain Undertaking or conclude settlements with unions or employees, except in the ordinary course of business or consistent with past practice or pursuant to any pre‐existing obligation without the prior written consent of the Board of Directors of Resulting Company; and

• (VI) Resulting Company shall be entitled, pending the sanction of the Scheme, to apply to any governmental authority, if required, under any law for such consents and approvals which Resulting Company may require to carry on the business pertaining to the Global Top Level Domain Undertaking of Demerged Company.

• 15.3. With effect from the date of approval of this Scheme by the respective Board of Directors of Demerged Company and Resulting Company, Demerged Company shall notify Resulting Company in writing as soon as reasonably practicable of any matter, circumstance, act or omission which is or may be a breach of Clause 15.

PART C

TRANSFER AND VESTING OF THE PROJECT MANAGEMENT UNDERTAKING OF TRANSFEROR COMPANY IN TRANSFEREE COMPANY

16. TRANSFER OF ASSETS

• 16.1. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Project Management Undertaking (including all the assets, rights, claims, title, interest and authorities including accretions and appurtenances of the Project Management Undertaking) shall, subject to the provisions of this Clause in relation to the mode of transfer and vesting and pursuant to Sections 230 to 232 read with Section 66 and other applicable provisions of the Act and without any further act, instrument or deed, be transferred from the Transferor Company and be transferred to and vested in and be deemed to have been transferred from Transferor Company and transferred to and vested in the Transferee Company as a going concern so as to become as and from the Appointed Date, the assets, rights, claims, title, interest and authorities of Transferee Company, subject to the provisions of this Scheme in relation to Encumbrances in favour of banks and/or financial institutions.

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• 16.2. In respect of such of the assets of the Project Management Undertaking as are movable in nature or are otherwise capable of transfer by delivery or possession, or by endorsement and / or delivery, the same shall be so transferred by Transferor Company, upon the coming into effect of this Scheme, and shall become the property of Transferee Company as an integral part of the Project Management Undertaking with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Act without requiring any deed or instrument of conveyance for transfer of the same, subject to the provisions of this Scheme in relation to Encumbrances in favour of banks and/or financial institutions.

• 16.3. In respect of movables other than those dealt with in Clause 16.2 above including sundry debts, receivables, bills, credits, loans and advances, if any, whether recoverable in cash or in kind or for value to be received, bank balances, investments, earnest money and deposits with any Governmental Authority, quasi‐ governmental authority, local or other authority or body or with any company or other person, the same shall on and from the Appointed Date stand transferred to and vested in Transferee Company without any notice or other intimation to the debtors.

• 16.4. The Transferee Company may without being obliged and if it so deems appropriate at its sole discretion, give notice in such form as it may deem fit and proper, to each person, debtor, or depositee, as the case may be, that the said debt, loan, advance, balance or deposit stands transferred and vested in Transferee Company.

• 16.5. In respect of such of the assets belonging to the Project Management Undertaking other than those referred to in Clause 16.2 and 16.3 above, the same shall, as more particularly provided in Clause16 above, without any further act, instrument or deed, be transferred from Transferor Company and transferred to and vested in and/or be deemed to be transferred from Transferor Company and transferred to and vested in Transferee Company upon the coming into effect of this Scheme and with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Act. For the purpose of giving effect to the vesting order passed under Section 230 to 232 read with Section 66 and other applicable provisions of the Act in respect of the Scheme, Transferee Company shall be entitled to exercise all the rights and privileges and be liable to pay all Taxes and charges and fulfil all its obligations, in relation to or applicable to all such immovable properties, including mutation and/or substitution of the title to, or interest in the immovable properties which shall be made and duly recorded by the Governmental Authority(ies) in favour of Transferee Company pursuant to the sanction of the Scheme by the NCLT and upon the effectiveness of this Scheme in accordance with the terms hereof without any further act or deed to be done or executed by Transferor Company and/or Transferee Company. It is clarified that Transferee Company shall be entitled to engage in such correspondence and make such representations, as may be necessary for the purposes of the aforesaid mutation and/or substitution.

Notwithstanding any provision to the contrary, from the Effective Date and until the owned properties, leasehold properties and related rights thereto, license/right to use the immovable property, tenancy rights, liberties and special status are transferred, vested, recorded, effected and/or perfected, in the record of the Governmental Authority, in favour of Transferee Company, Transferee Company shall be deemed to be authorized to carry on the business in the name and style of Transferor Company under the relevant agreement, deed, lease and/or license, as the case may be, and Transferee Company shall keep a record and/or account of such transactions.

• 16.6. All assets, rights, title, interest and investments of Transferor Company in relation to the Project Management Undertaking shall also, without any further act, instrument or deed stand transferred to and vested in and be deemed to have been transferred to and vested in Transferee Company upon the

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coming into effect of this Scheme and with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 read with Section 66 and other applicable provisions of the Act.

• 16.7. Without prejudice to the generality of the foregoing, upon the effectiveness of this Scheme, Transferee Company will be entitled to all the intellectual property rights of Transferor Company in relation to the Project Management Undertaking. Transferee Company may take such actions as may be necessary and permissible to get the same transferred and/or registered in the name of Transferee Company.

• 16.8. Any asset acquired by Transferor Company after the Appointed Date but prior to the Effective Date pertaining to the Project Management Undertaking shall upon the coming into effect of this Scheme also without any further act, instrument or deed stand transferred to and vested in or be deemed to have been transferred to or vested in Transferee Company upon the coming into effect of this Scheme.

• 16.9. For the avoidance of doubt, upon this Scheme coming into effect from the Effective Date and with effect from the Appointed Date, all the rights, title, interest and claims of Transferor Company in any leasehold/licensed properties in relation to the Project Management Undertaking shall, pursuant to Section 232(4) and other applicable provisions of the Act, be transferred to and vested in or be deemed to have been transferred to and vested in Transferee Company automatically without requirement of any further act or deed.

• 16.10. On and from the Effective Date, and thereafter, Transferee Company shall be entitled to operate the bank accounts of Transferor Company, in relation to or in connection with the Project Management Undertaking, and realize all monies and complete and enforce all pending contracts and transactions and to accept stock returns, if any, and issue credit notes in relation to or in connection with the Project Management Undertaking of Transferor Company, in the name of Transferee Company in so far as may be necessary until the transfer of rights and obligations of the Project Management Undertaking to Transferee Company under this Scheme have been formally given effect to under such contracts and transactions.

• 16.11. All the Taxes, if any, paid or payable by Transferor Company after the Appointed Date and specifically pertaining to Project Management Undertaking shall be treated as paid or payable by Transferee Company and Transferee Company shall be entitled to claim all the credit, refund or adjustment for the same as may be applicable.

• 16.12. Transferee Company shall be entitled to get credit/claim refund regarding any Tax paid and/or tax deduction at source certificates, pertaining to the Project Management Undertaking.

• 16.13. If Transferor Company is entitled to any unutilized credits (including balances or advances), benefits under the incentive schemes and policies including tax holiday or concessions relating to Project Management Undertaking under any Tax laws or Applicable Laws, Transferee Company shall be entitled as an integral part of the Scheme to claim such benefit or incentives or unutilized credits as the case may be without any specific approval or permission.

• 16.14. Without prejudice to the generality of the above, all benefits including under Tax laws, to which Transferor Company, in relation to or in connection with the Project Management Undertaking, is entitled to in terms of the Applicable Laws, including, but not limited to advances recoverable in cash or kind or for value, and deposits with any Governmental Authority or any third party/entity, shall be available to, and vest in, Transferee Company.

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• 16.15. For avoidance of doubt and without prejudice to the generality of the applicable provisions of the Scheme, it is clarified that with effect from the Effective Date and till such time that the name of bank accounts of Transferor Company, in relation to or in connection with the Project Management Undertaking, has been replaced with that of Transferee Company, Transferee Company shall be entitled to operate the bank account of Transferor Company, in relation to or in connection with the Project Management Undertaking, in the name of Transferor Company in so far as may be necessary. All cheques and other negotiable instruments, payment orders received or presented for encashment, which is in the name of Transferor Company, in relation to or in connection with the Project Management Undertaking, after the Effective Date shall be accepted by the bankers of Transferee Company and credited to the account of Transferee Company, if presented by Transferee Company. Transferee Company shall be allowed to maintain bank accounts in the name of Transferor Company for such time as may be determined to be necessary by Transferee Company for presentation and deposition of cheques and pay orders that have been issued in the name of Transferor Company, in relation to or in connection with the Project Management Undertaking. It is hereby expressly clarified that any legal proceedings by or against Transferor Company, in relation to or in connection with the Project Management Undertaking, in relation to the cheques and other negotiable instruments, payment orders received or presented for encashment, which is in the name of Transferor Company shall be instituted, or as the case may be, continued by or against Transferee Company after the coming into effect of this Scheme.

17. TRANSFER OF CONTRACTS, DEEDS, ETC.

• 17.1. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of whatsoever nature in relation to the Project Management Undertaking, to which Transferor Company is a party or to the benefit of which Transferor Company may be eligible, and which are subsisting or have effect immediately before the Effective Date, shall continue in full force and effect against or in favour, as the case may be, of Transferee Company and may be enforced as fully and effectually as if, instead of Transferor Company, Transferee Company had been a party or beneficiary or obligee thereto.

• 17.2. Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Project Management Undertaking occurs by virtue of this Scheme itself, Transferee Company may, at any time after coming into effect of this Scheme in accordance with the provisions hereof, if so required under any Applicable Law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement to which Transferor Company is a party or any writings as may be necessary in order to give formal effect to the provisions of this Scheme. Transferee Company shall be deemed to be authorized to execute any such writings on behalf of Transferor Company and to carry out or perform all such formalities or compliances referred to above on part of Transferor Company.

• 17.3. For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of this Scheme, all consents, permissions, licenses, certificates, clearances, authorities, powers of attorney given by, issued to or executed in favour of Transferor Company in relation to the Project Management Undertaking shall stand transferred to Transferee Company as if the same were originally given by, issued to or executed in favour of Transferee Company, and Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to Transferee Company. Transferee Company shall make applications to any Governmental Authority as may be necessary in this behalf.

• 17.4. Without prejudice to the aforesaid, it is clarified that if any assets (estate, claims, rights, title, interest in or authorities relating to such assets) or any contract, deeds, bonds, agreements, schemes,

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arrangements or other instruments of whatsoever nature in relation to the Project Management Undertaking which Transferor Company owns or to which Transferor Company is a party to, cannot be transferred to Transferee Company for any reason whatsoever, Transferor Company shall hold such asset or contract, deeds, bonds, agreements, schemes, arrangements or other instruments of whatsoever nature in trust for the benefit of Transferee Company, insofar as it is permissible so to do, till such time as the transfer is effected.

18. TRANSFER OF LIABILITIES

• 18.1. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all debts, liabilities, loans raised and used, obligations incurred, duties of any kind, nature or description (including contingent liabilities which arise out of the activities or operations of the Project Management Undertaking) of Transferor Company as on the Appointed Date and relatable to the Project Management Undertaking ( “Project Management Transferred Liabilities” ) shall, without any further act, instrument or deed, be and stand transferred to and be deemed to be transferred to Transferee Company to the extent that they are outstanding as on the Effective Date and shall become the debts, liabilities, loans, obligations and duties of Transferee Company which shall meet, discharge and satisfy the same. The term Project Management Transferred Liabilities shall include:

• I. the liabilities which arise out of the activities or operations of the Project Management Undertaking;

• II. the specific loans or borrowings raised, incurred and utilized solely for the activities or operations of the Project Management Undertaking; and

• III. in cases other than those referred to in Clause 18.1I or Clause 18.1II above, so much of the amounts of liabilities as may be decided by the Board of Directors of Transferor Company and Transferee Company which would be in compliance with the provisions of Section 2(42C) of the Income‐tax Act, 1961.

• 18.2. Where any of the loans raised and used, debts, liabilities, duties and obligations of Transferor Company as on the Appointed Date deemed to be transferred to Transferee Company have been discharged by Transferor Company on or after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of Transferee Company.

• 18.3. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, all loans raised and used and all debts, liabilities, duties and obligations incurred by Transferor Company for the operations of the Project Management Undertaking with effect from the Appointed Date and prior to the Effective Date, subject to the terms of this Scheme, shall be deemed to have been raised, used or incurred for and on behalf of Transferee Company and to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to and be deemed to be transferred to Transferee Company and shall become the loans, debts, liabilities, duties and obligations of Transferee Company.

• 18.4. In so far as the existing Encumbrances in respect of the Project Management Transferred Liabilities are concerned, such Encumbrances shall, without any further act, instrument or deed be modified and shall be extended to and shall operate only over the assets comprised in the Project Management Undertaking which have been Encumbered in respect of the Transferred Liabilities as transferred to Transferee Company pursuant to this Scheme. Provided that if any of the assets comprised in the Project Management Undertaking which are being transferred to Transferee Company pursuant to this Scheme have not been Encumbered in respect of the Project Management Transferred Liabilities, such assets

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shall remain unencumbered and the existing Encumbrances referred to above shall not be extended to and shall not operate over such assets. The absence of any formal amendment which may be required by a lender or trustee or third party shall not affect the operation of the above.

• 18.5. For the avoidance of doubt, it is hereby clarified that in so far as the assets comprising the Remaining Business are concerned, subject to Clause 18.4 the Encumbrances over such assets relating to the Project Management Transferred Liabilities shall, as and from the Effective Date without any further act, instrument or deed be released and discharged from the obligations and Encumbrances relating to the same. The absence of any formal amendment which may be required by a lender or trustee or third party shall not affect the operation of the above. Further, in so far as the assets comprised in the Project Management Undertaking are concerned, the Encumbrances over such assets relating to any loans, borrowings or debentures or other debts or debt securities which are not transferred pursuant to this Scheme (and which shall continue with Transferor Company), shall without any further act or deed be released from such Encumbrances and shall no longer be available as security in relation to such liabilities.

• 18.6. Without prejudice to the provisions of the foregoing Clauses and upon the effectiveness of the Scheme, Transferor Company and Transferee Company shall execute any instrument(s) and/or document(s) and/or do all the acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the RoC to give formal effect to the above provisions, if required.

• 18.7. Upon the coming into effect of this Scheme, Transferee Company alone shall be liable to perform all obligations in respect of the Project Management Transferred Liabilities, which have been transferred to it in terms of this Scheme, and Transferor Company shall not have any obligations in respect of such Transferred Liabilities. However, Transferor Company shall extend necessary cooperation in this regard.

• 18.8. It is expressly provided that, save as mentioned in this Clause 18, no other term or condition of the liabilities transferred to Transferee Company as part of the Scheme is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.

• 18.9. The provisions of this Clause shall be subject to the clauses contained in any instrument, deed or writing or terms of sanction or issue or any security document entered into between Transferor Company and Transferee Company, if any.

19. LEGAL, TAXATION AND OTHER PROCEEDINGS

• 19.1. Upon the coming into effect of this Scheme, all legal, taxation or other proceedings, of whatsoever nature (including before any statutory or quasi‐judicial authority or tribunal), by or against Transferor Company and relating to the Project Management Undertaking, under any statute, whether pending on the Appointed Date or which may be instituted any time thereafter, shall be continued and enforced by or against Transferee Company after the Effective Date. Transferor Company shall in no event be responsible or liable in relation to any such legal or other proceedings against Transferee Company. Transferee Company shall be added as party to such proceedings and shall prosecute or defend such proceedings in co‐operation with Transferor Company.

• 19.2. If proceedings are taken against Transferor Company in respect of the matters referred to in Clause 19 above, it shall defend the same in accordance with the advice of Transferee Company and at the cost of Transferee Company, and the latter shall reimburse and indemnify Transferor Company against all liabilities and obligations incurred by Transferor Company in respect thereof.

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• 19.3. Transferee Company undertakes to have all legal or other proceedings initiated by or against Transferor Company referred to in Clause 19 above transferred to its name as soon as is reasonably possible after the Effective Date and to have the same continued, prosecuted and enforced by or against Transferee Company to the exclusion of Transferor Company. Each of the Companies shall make relevant applications in that behalf.

20. PERMITS

• 20.1. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, permits relating to the Project Management Undertaking shall be transferred to and vested in Transferee Company and the concerned licensor and grantors of such permits shall endorse where necessary, and record Transferee Company on such permits so as to empower and facilitate the approval and vesting of the Project Management Undertaking in Transferee Company and continuation of operations pertaining to the Project Management Undertaking in Transferee Company without any hindrance, and shall stand transferred to and vested in and shall be deemed to be transferred to and vested in Transferee Company without any further act or deed and shall be appropriately mutated by the Governmental Authorities concerned therewith in favour of Transferee Company as if the same were originally given by, issued to or executed in favour of Transferee Company and Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder and the rights and benefits under the same shall be available to Transferee Company .

• 20.2. The benefit of all permits pertaining to the Project Management Undertaking shall without any other order to this effect, transfer and vest into and become available to Transferee Company pursuant to the sanction of this Scheme.

21. EMPLOYEES

• 21.1. Upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Employees in relation to the Project Management Undertaking of Transferor Company shall become the employees of Transferee Company with effect from the Effective Date, and, subject to the provisions hereof, on terms and conditions not less favourable than those on which they are employed by Transferor Company in the Project Management Undertaking and without any interruption of, or break in, service as a result of the transfer of the Project Management Undertaking. Transferee Company agrees that for the purpose of payment of any compensation, gratuity and other terminal benefits, the past services of the Employees of the Project Management Undertaking with Transferor Company shall also be taken into account, and agrees and undertakes to pay the same as and when payable.

• 21.2. In so far as the existing provident fund, gratuity fund and pension and/or superannuation fund, trusts, retirement fund or benefits and any other funds or benefits created by Transferor Company for the employees related to the Real Estate Business Undertaking, if any, (collectively referred to as the “Project Management Employee Funds”), the Project Management Employee Funds and such of the investments made by the Project Management Employee Funds which are referable to the employees related to the Project Management Undertaking, being transferred to Transferee Company, in terms of the Scheme shall be transferred to Transferee Company and shall be held for their benefit pursuant to this Scheme in the manner provided hereinafter. The Project Management Employee Funds shall, subject to the necessary approvals and permissions and at the discretion of Transferee Company, either be continued as separate funds of Transferee Company for the benefit of the employees related to the Project Management Undertaking, or be transferred to and merged with other similar funds of Transferee Company. In the event that Transferee Company does not have its own funds in respect of any of the above, Transferee Company may, subject to necessary approvals and permissions, continue

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to contribute to relevant funds of Transferor Company, until such time that Transferee Company creates its own fund, at which time the Project Management Employee Funds and the investments and contributions pertaining to the employees related to the Project Management Undertaking, shall be transferred to the funds created by Transferee Company. Subject to the relevant law, rules and regulations applicable to the Project Management Employee Funds, the Board of Directors or any committee thereof of Transferor Company and Transferee Company may decide to continue to make the said contributions to the Funds of Transferor Company. It is clarified that the services of the employees of the Project Management Undertaking, will be treated as having been continuous and not interrupted for the purpose of the said fund or funds.

• 21.3. Any question that may arise as to whether any employee belongs to or does not belong to the Project Management Undertaking shall be decided by the Board or Committee thereof of Transferor Company and Transferee Company.

22. CONSIDERATION

• 22.1. Upon the coming into effect of this Scheme and in consideration of the transfer and vesting of the Project Management Undertaking into Transferee Company pursuant to the provisions of this Scheme, Transferee Company shall pay consideration equal to the Net Worth of the Project Management Undertaking. The Transferee Company shall pay the consideration by way of issuance and allotment to the Transferor Company, 55,78,114 (Fifty‐Five Lakh Seventy‐Eight Thousand One Hundred and Fourteen) equity shares of face value of INR 10 (Indian Rupee Ten) each at share premium of INR 203 (Indian Rupees Two Hundred and Three only), as fully paid‐up, without any further act or deed (“New Equity Shares”).

• 22.2. The New Equity Shares to be issued and allotted as provided in Clause 22 above shall be subject to the provisions of the Memorandum of Association and Articles of Association of Transferee Company and shall rank pari‐passu in all respects with the then existing equity shares of Transferee Company including with respect to dividend, bonus entitlement, rights’ shares’ entitlement, voting rights and other corporate benefits.

• 22.3. The New Equity Shares to be issued pursuant to Clause 22 above shall be issued in dematerialized form only by Transferee Company, provided that the Transferor Company shall be required to have an account with a depository participant and shall be required to provide details thereof and such other confirmations as may be required to the Transferee Company.

• 22.4. The equity shares issued pursuant to Clause 22, which Transferee Company is unable to allot due to Applicable Laws (including, without limitation, the non‐receipt of approvals of Governmental Authority as required under Applicable Law) or any regulations or otherwise shall, pending allotment, be held in abeyance by Transferee Company and shall be dealt with in the manner as may be permissible under the Applicable Law and deemed fit by the Board of Directors of Transferee Company. If the above cannot be effected for any reason, Transferee Company shall ensure that this does not delay implementation of the Scheme; and shall, take all such appropriate actions as may be necessary under Applicable Law. Transferee Company and/or the depository shall enter into such further documents and take such further actions as may be necessary or appropriate in this regard and to enable actions contemplated therein.

• 22.5. The issue and allotment of New Equity Shares by Transferee Company to the Transferor Company as provided in this Scheme is an integral part thereof and shall be deemed to have been carried out under the orders passed by the Tribunal without requiring any further act or deed on the part of Transferee Company as if the procedure laid down under the Act and such other Applicable Laws as

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may be applicable were duly complied with. It is clarified that the approval of the members and creditors of Transferee Company to this Scheme shall be deemed to be their consent / approval for the issue and allotment of New Equity Shares.

• 22.6. In the event that the Companies alter their equity share capital, including but not limited to, by way of share split / consolidation / further issue of shares in any manner whatsoever during the pendency of the Scheme, the number of equity shares as per Clause 22 above, shall be adjusted accordingly to take into account the effect of any such actions unless otherwise decided by the Board of Directors of Transferor Company and Transferee Company. It is clarified that the approval of the members of Companies to the Scheme shall be deemed to be their consent / approval also to the adjusted number of equity shares as per this clause.

• 22.7. Transferee Company shall, if necessary and to the extent required, increase its authorized share capital to facilitate issue of shares under the Scheme. It is clarified that the approval of the Board and the members of Transferee Company to the Scheme shall be deemed to be their consent / approval also to the alteration of the Memorandum of Association and Articles of Association of Transferee Company as required under Section 13, 14, 61, 64 and other applicable provisions of the Act and no further resolution under Section 52 read with Section 66 and other applicable provisions of the Companies Act, 2013 would be required to be passed separately.

23. ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEROR COMPANY AND CAPITAL REDUCTION

• 23.1. Upon the coming into effect of this Scheme, Transferor Company shall account for the transfer and vesting of the Project Management Undertaking in its books of account as per the applicable accounting principles prescribed under the Indian Accounting Standards (Ind AS) or such other accounting principles as may be applicable or prescribed under Section 133 of the Act read with relevant rules issued thereunder.

• 23.2. The reduction, if any, in Capital Reserve account or Securities Premium account or any other account of the Transferor Company pursuant to this Clause shall be effected as an integral part of the Scheme and the order of NCLT sanctioning the Scheme shall be deemed to be also the order under Section 52 read with Section 66 and other applicable provisions of the Companies Act, 2013 for the purpose of confirming the reduction. The reduction would not involve either a diminution of liability in respect of unpaid share capital or payment of paid‐up share capital.

• 23.3. The consent of the Board, the shareholders and the creditors of Transferor Company to this Scheme shall be deemed to be the consent of its Board, provisions of Section 52 read with Section 66 and other applicable provisions of the Companies Act, 2013 and no further resolution under Section 52 read with Section 66 and other applicable provisions of the Companies Act, 2013 would be required to be passed separately.

• 23.4. Notwithstanding anything above, Transferor Company shall not be required to add “And Reduced” as suffix to its name.

24. ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEREE COMPANY

Upon the coming into effect of this Scheme, Transferee Company shall account for the transfer and vesting of Project Management Undertaking in its books of account as per the applicable accounting principles prescribed under the Indian Accounting Standards (Ind AS) or such other accounting principles as may be applicable or prescribed under Section 133 of the Act read with relevant rules

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issued thereunder.

25. TREATMENT OF PART C OF THE SCHEME FOR THE PURPOSE OF THE INCOME TAX ACT, 1961

• 25.1. The provisions of Part C of this Scheme have been drawn up in compliance with the conditions relating to “Slump Sale” as defined under Section 2(42C) of the Income Tax Act, 1961. If, at later date, any of the terms or provisions of this Part are found or interpreted to be inconsistence with the provisions of Section 2(42C) of the Income Tax Act, 1961, including as a result of an amendment in Applicable Law or the enactment of a new legislation or for any other reason whatsoever, the provisions of Section 2(42C) of the Income Tax Act, 1961, or a corresponding provision or any amended or newly enacted law, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with provisions of Section 2(42C) of the Income Tax Act, 1961. Such modification(s) will, however, not affect the other provisions of the Scheme.

• 25.2. Upon the Scheme becoming effective and with effect from the Appointed Date, the Project Management Undertaking of Transferor Company in its entirety shall, pursuant to Sections 230 to 232 read with other relevant provisions of the Act and Section 2(42C) of the Income Tax Act, 1961 and without any further act, instrument, deed, matter or thing be transferred to and vested in and/or be deemed to be and stand transferred to and vested in Transferee Company as a ‘going concern’ on a Slump Sale basis, in accordance with Section 2(42C) of the Income Tax Act, 1961 (as amended) for a lump sum consideration as set out hereinafter, subject to the provisions of this Scheme.

26. CONDUCT OF BUSINESS BY TRANSFEROR COMPANY UNTIL THE EFFECTIVE DATE

• 26.1. With effect from the Appointed Date and up to and including the Effective Date, Transferor Company shall carry on the business and activities of the Project Management Undertaking with reasonable diligence, business prudence and shall not except in the ordinary course of business or without prior written consent of Transferee Company, alienate, charge, mortgage, encumber or otherwise deal with or dispose of the Project Management Undertaking or part thereof.

26.2. With effect from the Appointed Date and up to and including the Effective Date:

• (I) Transferor Company shall carry on and be deemed to have carried on the business and activities pertaining to Project Management Undertaking and shall hold and stand possessed of and shall be deemed to hold and stand possessed of all its estates, assets, rights, title, interest, authorities, contracts, investments and strategic decisions pertaining to the Project Management Undertaking for and on account of, and in trust for, Transferee Company;

• (II) All profits and income pertaining to the Project Management Undertaking accruing or arising to Transferor Company, and losses and expenditure pertaining to the Project Management Undertaking arising or incurred by it (including Taxes, if any, accruing or paid in relation to any profits or income) for the period commencing from the Appointed Date shall, for all purposes, be treated as and be deemed to be the profits, income, losses or expenditure (including Taxes), as the case may be, of Transferee Company;

• (III) Any rights, powers, authorities or privileges pertaining to the Project Management Undertaking exercised by Transferor Company shall be deemed to have been exercised by Transferor Company for and on behalf of, and in trust for and as an agent of Transferee Company. Similarly, any of the obligations, duties and commitments pertaining to the Project Management Undertaking that have been undertaken or discharged by Transferor

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Company shall be deemed to have been undertaken for and on behalf of and as an agent for Transferee Company;

• (IV) All Taxes (including, without limitation, income tax, wealth tax, sales tax, excise duty, customs duty, goods and service tax, service tax, VAT, etc.) pertaining to the Project Management Undertaking paid or payable by Transferor Company in respect of the operations and/or the profits pertaining to the Project Management Undertaking of Transferor Company before the Appointed Date, shall be on account of Transferor Company and, insofar as it relates to the tax payment (including, without limitation, income tax, wealth tax, sales tax, excise duty, customs duty, goods and service tax, service tax, VAT, etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by Transferor Company in respect of the profits or activities or operation pertaining to the Project Management Undertaking of Transferor Company with effect from the Appointed Date, the same shall be deemed to be the corresponding item paid by Transferee Company and, shall, in all proceedings, be dealt with accordingly;

• (V) Transferor Company shall not vary the terms and conditions of service of the employees pertaining to the Project Management Undertaking or conclude settlements with unions or employees, except in the ordinary course of business or consistent with past practice or pursuant to any pre‐existing obligation without the prior written consent of the Board of Directors of Transferee Company; and

• (VI) Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to any governmental authority, if required, under any law for such consents and approvals which Transferee Company may require to carry on the business pertaining to the Project Management Undertaking of Transferor Company.

• 26.3. With effect from the date of approval of this Scheme by the respective Board of Directors of Transferor Company and Transferee Company, Transferor Company shall notify Transferee Company in writing as soon as reasonably practicable of any matter, circumstance, act or omission which is or may be a breach of Clause 26.

PART D

GENERAL TERMS AND CONDITIONS APPLICABLE TO THE SCHEME

27. REMAINING BUSINESS OF INFIBEAM

• 27.1. The Remaining Business and all the assets, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by Infibeam subject to the provisions of this Scheme in relation to Encumbrances in favour of banks, lenders and/or financial institutions.

• 27.2. All legal, taxation or other proceedings of whatsoever nature (including before any statutory or quasi‐ judicial authority or tribunal) by or against Infibeam under any statute, whether pending on the Appointed Date or which may be instituted at any time thereafter, and in each case relating to the Remaining Business (including those relating to any property, right, power, liability, obligation or duties of Infibeam in respect of the Remaining Business) shall be continued and enforced by or against Infibeam.

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• 27.3. If proceedings are taken against Resulting Company or Transferee Company in respect of matters referred to above relating to the Remaining Undertaking, it shall defend the same in accordance with the advice of Infibeam and at the cost of Infibeam, and the latter shall reimburse and indemnify Resulting Company or Transferee Company, against all liabilities and obligations incurred by Resulting Company or Transferee Company in respect thereof.

• 27.4. If proceedings are taken against Infibeam in respect of matters referred to above relating to the Global Top Level Domain Undertaking, it shall defend the same in accordance with the advice of Resulting Company and at the cost of Resulting Company, and the latter shall reimburse and indemnify Infibeam, against all liabilities and obligations incurred by Infibeam in respect thereof.

• 27.5. If proceedings are taken against Infibeam in respect of matters referred to above relating to the Project Management Undertaking, it shall defend the same in accordance with the advice of Transferee Company and at the cost of Transferee Company, and the latter shall reimburse and indemnify Infibeam, against all liabilities and obligations incurred by Infibeam in respect thereof.

27.6. Up to and including the Effective Date:

• (I) Infibeam shall carry on and shall be deemed to have been carrying on all business and activities relating to the Remaining Business for and on its own behalf ;

• (II) all profits accruing to Infibeam or losses arising or incurred by it (including the effect of Taxes, if any, thereon) relating to the Remaining Business shall, for all purposes, be treated as the profits or losses, as the case may be, of Infibeam; and

• (III) all assets and properties acquired by Infibeam in relation to the Remaining Business on and after the Appointed Date shall belong to and continue to remain vested in Infibeam.

28. INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE RESULTING COMPANY

• 28.1. The authorised share capital of the Resulting Company shall be increased and enhanced to INR 3,12,00,000 (Indian Rupees Three Crore Twelve Lakh only), comprising of 3,12,00,000 (Three Crore Twelve Lakh) equity shares of face value of INR 1 (Indian Rupee One) each, without any further act, instrument or deed undertaken by the Transferee Company and on payment of any additional fees or stamp duty in respect of such increase by the Transferee Company. The authorised share capital clause at Clause V of the Memorandum of Association of Transferee Company shall stand modified and read as follows:

“The Authorised Share Capital of the Company is INR 3,12,00,000 (Indian Rupees Three Crore Twelve Lakh), divided into 3,12,00,000 (Three Crore Twelve Lakh) equity shares of face value of INR 1 (Indian Rupee One only) each.”

• 28.2. On the approval of the Scheme by the Board and the members of each of the Parties pursuant to Sections 230 to 232 and Section 66 and other relevant provisions of the Act and rules made thereunder, it shall be deemed that the Board and the members of each of the Parties have also accorded their consent under Sections 13, 61, 64 and / or any other applicable provisions of the Act and rules made thereunder and the relevant provisions of the Articles of Association, as may be applicable for effecting the aforesaid reclassification, amendment and increase in the authorised share capital of the Transferee Company, and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferee Company under Sections 13, 61, 64 and / or any other applicable provisions of the Act and rules made thereunder and the relevant provisions of the Articles of Association. Upon this Scheme coming into effect, the Transferee Company shall, if required, file all necessary documents / intimations as per the

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provisions of Act and rules made thereunder with RoC or any other applicable Governmental Authority in respect of the aforesaid reclassification, amendment and increase in the authorised share capital of the Transferee Company, in the manner set out in this Clause 27 of the Scheme.

29. INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE TRANSFEREE COMPANY

• 29.1. The authorised share capital of the Transferee Company shall be increased and enhanced to INR 1,15,00,000 (Indian Rupees One Crore and Fifteen Lakh only) comprising of 11,50,000 (Eleven Lakh and Fifty Thousand) equity shares of INR 10 (Indian Rupees Ten) each, without any further act, instrument or deed undertaken by the Transferee Company and on payment of any additional fees or stamp duty in respect of such increase by the Transferee Company. The authorised share capital clause at Clause V of the Memorandum of Association of Transferee Company shall stand modified and read as follows:

“The Authorised Share Capital of the Company is INR 1,15,00,000 (Indian Rupees One Crore and Fifteen Lakh), divided into 11,50,000 (Eleven Lakh and Fifty Thousand) equity shares of face value of INR 10 (Indian Rupee Ten only) each.”

• 29.2. On the approval of the Scheme by the Board and the members of each of the Parties pursuant to Sections 230 to 232 and Section 66 and other relevant provisions of the Act and rules made thereunder, it shall be deemed that the Board and the members of each of the Parties have also accorded their consent under Sections 13, 61, 64 and / or any other applicable provisions of the Act and rules made thereunder and the relevant provisions of the Articles of Association, as may be applicable for effecting the aforesaid reclassification, amendment and increase in the authorised share capital of the Transferee Company, and no further resolution or actions, including compliance with any procedural requirements, shall be required to be undertaken by the Transferee Company under Sections 13, 61, 64 and / or any other applicable provisions of the Act and rules made thereunder and the relevant provisions of the Articles of Association. Upon this Scheme coming into effect, the Transferee Company shall, if required, file all necessary documents / intimations as per the provisions of Act and rules made thereunder with RoC or any other applicable Governmental Authority in respect of the aforesaid reclassification, amendment and increase in the authorised share capital of the Transferee Company, in the manner set out in this Clause of the Scheme.

30. APPLICATION TO THE TRIBUNAL

• 30.1. The Demerged Company, the Resulting Company and the Transferee Company shall make all applications / petitions under the Sections 230 to 232 and other applicable provisions of the Act and rules made thereunder, and as required under the Applicable Laws to the Tribunal for the sanction of this Scheme and all matters ancillary or incidental thereto.

31. LISTING OF EQUITY SHARES

• 31.1. Upon the Scheme coming into effect on the Effective Date, the equity shares of the Resulting Company shall be listed and admitted for trading on the BSE Limited and the National Stock Exchange of India Limited by virtue of this Scheme and in accordance with the provisions of Applicable Laws (including the SEBI Listing Regulations and SEBI Circular). The Resulting Company shall make all requisite applications and shall otherwise comply with the provisions of the SEBI Circular, the SEBI Listing Regulations and all other applicable provisions of the the Securities and Exchange Board of India Act, 1992 and rules and regulations made thereunder, and take all steps to get its Equity Shares listed on the Stock Exchanges and obtain the final listing and trading permissions.

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• 31.2. The equity shares issued and allotted by the Resulting Company pursuant to this Scheme shall remain frozen in the depository system till listing / trading permission is given by the Stock Exchanges. There shall be no change in the shareholding pattern of the Resulting Company between the Record Date and the listing date which may affect the status of such permission. Further, the Resulting Company will not issue / reissue any equity shares which are not covered under the Scheme.

• 31.3. Any acquisition of shares, voting rights or control pursuant to the demerger of the Global Top Level Domain Undertaking with the Resulting Company pursuant to this Scheme does not trigger any obligation to make an open offer, in terms of Regulation 10(1)(d) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

32. SEQUENCING OF ACTIONS

• 32.1. Upon the sanction of this Scheme and upon this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, transfer of the Global Top Level Domain Undertaking from the Demerged Company into the Resulting Company in accordance with Part B of this Scheme and transfer of the Project Management Undertaking on Slump Sale basis from the Transferor Company into the Transferee Company in accordance with Part C of this Scheme shall be deemed to have occurred / shall occur and become effective and operative .

• 32.2. Upon the sanction of this Scheme and upon this Scheme coming into effect on the Effective Date, the following shall be deemed to have occurred / shall occur and become effective and operative, only in the sequence and in the order mentioned hereunder:

• (a) increase in authorised share capital of the Resulting Company in accordance with Clause 27 of the Scheme;

• (b) increase in authorised share capital of the Transferee Company in accordance with Clause 29 of the Scheme;

• (c) issue and allotment of equity shares of the Resulting Company by the Resulting Company to the shareholders of the Demerged Company whose names appear in the register of members of the Demerged Company as on the Record Date in accordance with Clause 10 of this Scheme;

• (d) issue and allotment of equity shares of the Transferee Company by the Transferee Company to the Transferor Company in accordance with Clause 22 of this Scheme; and

• (e) listing of the equity shares of the Resulting Company in accordance with Clause 31 of the Scheme.

33. CONDITIONALITY AND EFFECTIVENESS OF THE SCHEME

33.1. This Scheme is and shall be conditional upon and subject to the following:

• (a) Approval of the members:

• (i) the requisite majorities in number and value of such classes of members as per provisions of the Applicable Law(s) and as may be directed by the Tribunal or any other competent authority, as may be applicable, approving the Scheme through e‐voting or any other permissible mode;

• (ii) the Scheme being approved by the public shareholders of Demerged Company through e‐ voting in terms of Part – I (A)(10)(a) of SEBI Circular and the scheme shall be acted upon only if vote cast by the public shareholders in favour of the proposal are more than number of votes cast by public shareholders against it; and in each case, the e‐voting is in compliance with the provisions of the Act, the SEBI Circular and the Listing Regulations.

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• (b) Obtaining observation letter or no‐objection letter from the Stock Exchanges in respect of the Scheme, pursuant to regulation 37 of the SEBI Listing Regulations read with SEBI Circular and regulations 11 and 94 of the SEBI Listing Regulations;

• (c) The requisite majorities in number and value of such classes of secured and unsecured creditors as may be directed by the Tribunal or any other competent authority, as may be applicable, approving the Scheme; and

• (d) The Scheme being sanctioned by the Tribunal under Sections 230 to 232 read with Section 66 and any other applicable provisions of the Act and rules made thereunder, and each of the Parties having filed certified copies of the order of the Tribunal sanctioning this Scheme with RoC within the statutory timelines.

• 33.2. Each of the Parties shall file order of the Tribunal approving the Scheme with RoC within a period of 30 (thirty) days of receipt of such order. In case the Scheme does not become effective in terms of Clause 33.1 above, within a period of 30 (thirty) days of receipt of the order of the Tribunal approving the Scheme, each of the Parties shall file an intimation with RoC within 30 (thirty) days of the receipt of the order of the Tribunal approving the Scheme.

You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof. The aforesaid are only some of the salient extracts thereof.

23. Accounting treatment

The accounting treatment as proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act. The certificates issued by the respective statutory auditor of Infibeam Odigma and IPMPL, are open for inspection as mentioned hereinbelow.

Effect of the Scheme on various parties:

24. The effect of the proposed Scheme on the stakeholders of Infibeam would be as follows:

(a) Directors and Key Managerial Personnel (KMP)

Upon the Scheme being effective, the Directors and/or Key Managerial Personnel (KMP) of Infibeam will be continue as Directors and/or KMP, as the case may be, in Infibeam and there is no impact on their rights, roles and responsibilities. There is no impact on material interests of Directors and KMPs of Infibeam.

‐ (b) Shareholders (including promoter and non promoter)

Under Part B of the Scheme, an arrangement is sought to be entered into between Infibeam and its equity shareholders. Upon Part B of the Scheme becoming effective, the equity shareholders of Infibeam (except the shares held by Infibeam in Odigma, which shall stand cancelled), shall become the equity shareholders of Odigma in the manner as stipulated in Clause 10.1 of the Scheme.

Further, upon Part C of the Scheme, IPMPL shall pay the consideration by way of issuance and allotment to its existing shareholder, i.e. Infibeam, 55,78,114 (Fifty Five Lakh Seventy Eight Thousand One Hundred and Fourteen) equity shares of face value of INR 10 (Indian Rupee Ten) each at share premium of INR 203 (Indian Rupees Two Hundred and Three only), as fully paid‐up, without any further act or deed (“New Equity Shares”).

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As on date, Infibeam has no preference shareholders and therefore, the effect of the Scheme on any such preference shareholders does not arise.

(c) Creditors

The rights of the creditors of Infibeam shall not be affected by the Scheme. There will be no reduction in their claims on account of the Scheme. The creditors will be paid in the ordinary course of business and when their dues are payable. There is no likelihood that the creditors would be prejudiced in any manner as a result of the Scheme being sanctioned.

(d) Depositors and Deposit trustee

As on date of Notice, Infibeam has not accepted any public deposits and therefore, the effect of the Scheme on any public deposit holders or deposit trustee(s) does not arise.

(e) Debenture Holders and Debenture trustee

As on date of Notice, Infibeam has not issued any debentures and therefore, the effect of the Scheme on any debenture holders or debenture trustee(s) or their material interests does not arise.

(f) Employees

Under the Scheme, no rights of the staff and employees, if any, of Infibeam are being affected.

The Employees in relation to the Global Top Level Domain Undertaking of Infibeam shall become the employees of Odigma on the same terms and conditions on which they were engaged by Infibeam, with the benefit of continuity of service and without any break or interruption in service as more particularly described in Scheme. Further, the services of the staff and employees (other than in relation to Global Top Level Domain Undertaking), if any, of Infibeam, shall continue on the same terms and conditions on which they were engaged by Infibeam, with the benefit of continuity of service and without any break or interruption in service as more particularly described in Scheme.

The Employees in relation to the Project Management Undertaking of Infibeam shall become the employees of IPMPL on the same terms and conditions on which they were engaged by Infibeam, with the benefit of continuity of service and without any break or interruption in service as more particularly described in Scheme.

Further, the services of the staff and employees (other than in relation to GTLD Undertaking and Project Management Undertaking), if any, of Infibeam, shall continue on the same terms and conditions on which they were engaged by Infibeam, with the benefit of continuity of service and without any break or interruption in service as more particularly described in Scheme.

25. The effect of the proposed Scheme on the stakeholders of Odigma would be as follows:

(a) Directors and Key Managerial Personnel (KMP)

Upon the Scheme being effective, the Directors and/or Key Managerial Personnel (KMP) of Odigma will be continue as Directors and/or KMP, as the case may be, in Odigma and there is no impact on their rights, roles and responsibilities. There is no impact on material interests of Directors and KMPs of Odigma.

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‐ (b) Shareholders (including promoter and non promoter)

Under Part B of the Scheme, an arrangement is sought to be entered into between Odigma and its equity shareholders. Upon Part B of the Scheme becoming effective, the equity shareholders of Infibeam (except the shares held by Infibeam in Odigma, which shall stand cancelled), shall become the equity shareholders of Odigma in the manner as stipulated in Clause 10.1 of the Scheme.

As on date, Odigma has no preference shareholders and therefore, the effect of the Scheme on any such preference shareholders does not arise.

(c) Creditors

The rights of the creditors of Odigma shall not be affected by the Scheme. There will be no reduction in their claims on account of the Scheme. The creditors will be paid in the ordinary course of business and when their dues are payable. There is no likelihood that the creditors would be prejudiced in any manner as a result of the Scheme being sanctioned.

(d) Depositor and Deposit trustee

As on date of Notice, Odigma has not accepted any public deposits and therefore, the effect of the Scheme on any public deposit holders or deposit trustee(s) does not arise.

(e) Debenture Holders and Debenture trustee

As on date of Notice, Odigma has not issued any debentures and therefore, the effect of the Scheme on any debenture holders or debenture trustee(s) or their material interests does not arise.

(f) Employees

Under the Scheme, no rights of the staff and employees, if any, of Odigma are being affected. The Employees in relation to the Global Top Level Domain Undertaking of Infibeam shall become the employees of Odigma on the same terms and conditions on which they were engaged by Infibeam, with the benefit of continuity of service and without any break or interruption in service as more particularly described in Scheme. Further, the services of the staff and employee, if any, of Odigma, shall continue on the same terms and conditions on which they were engaged by Odigma, as more particularly described in Scheme.

26. The effect of the proposed Scheme on the stakeholders of IPMPL would be as follows:

(a) Directors and Key Managerial Personnel (KMP)

Upon the Scheme being effective, the Directors and/or Key Managerial Personnel (KMP) of IPMPL will be continue as Directors and/or KMP, as the case may be, in IPMPL and there is no impact on their rights, roles and responsibilities. There is no impact on material interests of Directors and KMPs of IPMPL.

‐ (b) Shareholders (including promoter and non promoter)

Upon Part C of the Scheme, IPMPL shall pay the consideration by way of issuance and allotment to its existing shareholder, i.e. Infibeam, 55,78,114 (Fifty Five Lakh Seventy Eight Thousand One Hundred and Fourteen) equity shares of face value of INR 10 (Indian Rupee Ten) each at share premium of INR 203 (Indian Rupees Two Hundred and Three only), as fully paid‐up, without any further act or deed (“New Equity Shares”).

As on date, IPMPL has no preference shareholders and therefore, the effect of the Scheme on any such preference shareholders does not arise.

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(c) Creditors

The rights of the creditors of IPMPL shall not be affected by the Scheme. There will be no reduction in their claims on account of the Scheme. The creditors will be paid in the ordinary course of business and when their dues are payable. There is no likelihood that the creditors would be prejudiced in any manner as a result of the Scheme being sanctioned.

(d) Depositors and Deposit trustee

As on date of Notice, IPMPL has not accept any public deposits and therefore, the effect of the Scheme on any public deposit holders or deposit trustee(s) does not arise.

(e) Debenture Holders and Debenture trustee

As on date of Notice, IPMPL has not issued any debentures and therefore, the effect of the Scheme on any debenture holders or debenture trustee(s) or their material interests does not arise.

(f) Employees

Under the Scheme, no rights of the staff and employees, if any, of IPMPL are being affected. The Employees in relation to the Project Management Undertaking of Infibeam Company shall become the employees of IPMPL on the same terms and conditions on which they were engaged by Infibeam as more particularly described in Scheme. Further, the services of the staff and employee, if any, of IPMPL, shall continue on the same terms and conditions on which they were engaged by IPMPL, as more particularly described in Scheme.

27. In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of the Companies, in their respective meetings have adopted a report, inter alia, explaining the effect of the Scheme on its shareholders and key managerial personnel amongst others. Copy of the Reports adopted by the Board of Directors of Infibeam, Odigma and IPMPL, are enclosed as Annexure‐12 , Annexure‐13 and Annexure‐14 , respectively.

Additional Details:

28. Details of assets, liabilities, net‐worth and revenue of all the companies involved in the Scheme, both pre and post Scheme of arrangement

The details of assets, liabilities, net-worth and revenue of Demerged Company / Transferor Company, Resulting Company and Transferee Company, both Pre-Scheme and Post-Scheme are enclosed as Annexure‐15 .

29. Impact of Scheme on revenue generating capacity of Demerged Company

There shall be a synergic benefit from hiving off of the GTLD Undertaking of the Demerged Company into Resulting Company as the efficiency and worth of both the companies shall increase manifold. Each company would specialize in their respective core businesses and independently scale their business by attracting specific resources and investment to support their growth. The demerger would also help each company to isolate the risks between their respective businesses, raise capital based on their individual requirements and help create/unlock value in the future.

The demerger of GTLD Undertaking of the Demerged Company would also improve the efficiency and economic viability of the Resulting Company as it will have the advantage of larger scale of financial management and specialized resources for the activities of the hived off undertaking i.e. GTLD Undertaking. The Demerged Company shall also benefit by dedicating its resources (capital

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manpower and management) to focus on its remaining business without need to support the GTLD Undertaking which has been demerged.

30. Need and rationale of the Scheme, Synergy of business of the companies involved in the Scheme, impact of the Scheme on the shareholders and cost benefit analysis of the Scheme

(a) Need and rationale of the Scheme

The proposed restructuring pursuant to the Scheme is expected, inter alia , to result in following benefits:

• (i) Demerger, transfer and vesting of GTLD Undertaking from the Demerged Company to Resulting Company to result into:

• a. Segregation of Infibeam’s GTLD Undertaking into Resulting Company;

• b. Future growth and expansion of the GTLD Undertaking would require differentiated strategy aligned to its industry specific risks, market dynamics and growth trajectory;

• c. Allow management of the Resulting Company to pursue independent growth strategies in markets;

• d. The proposed re-structuring would create enhanced value for the shareholders through potential unlocking of value through listing of GTLD business as well as business of the Resulting Company on the NSE and BSE;

• e. Since both the businesses are having separate growth trajectories, the proposed restructuring would enable both the businesses to pursue their growth opportunities and offer investment opportunities to potential investors;

• f. Enhance competitive strength, achieve cost reduction and efficiencies of aforesaid companies and thereby significantly contributing to future growth;

• g. Provide scope of collaboration and expansion; and

• h. Rationalization, standardization and simplification of business processes and systems of the GTLD Undertaking on being demerged into Resulting Company;

• i. The proposed re-structuring would provide opportunity to shareholders of Infibeam to directly participate in GTLD Undertaking and Resulting Company’s business; and

• j. The proposed re-structuring would enable investors to hold investments in the businesses with different investment characteristics, which best suit their investment strategies and risk profiles;

• (ii) Transfer and vesting of the Project Management Undertaking of the Transferor Company as a going concern to the Transferee Company, on Slump Sale basis to result into:

• a. The Transferee Company is a wholly owned subsidiary of the Transferor Company. The Project Management Undertaking comprises of, inter alia , the GIFT City Tower Two building and related amenities which is strategically located in the GIFT City and incubates/houses various start-ups, aids projects and other technology related entities, which can be categorized as part of non-core business activities of the Transferor Company. With explosive potential opportunities visible in GIFT City and consequent enhanced opportunities for growth and development, the Project Management Undertaking of the Transferor Company would require increased capital and focused operations for tapping the said opportunities. The value of such non-core business activities is not getting reflected in the value of business of the Transferor Company, should form part of an independent entity and a separate strategy should be formed for unlocking the value of such non-core business activities of the Transferor Company. In view of the same, it has become necessary to transfer the said business to the Transferee Company;

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• b. The said transfer would entail smoother operations of the respective businesses under independent management set up paving way for growth and development of each of the business;

• c. The Scheme will result in simplification of the group structure and management structure leading to the better administration and more focused operational efforts, rationalization, standardization and simplification of business processes;

• d. Unlocking the value of the said business, which would enable optimal exploitation, monetization and development of both the Companies;

• e. The Scheme will enable entities to leverage their resources to align future cash flows; and

• f. The synergies that exist between the Transferor Company and Transferee Company in terms of services and resources can be put to best advantage of all the stake holders.

(b) Synergy of business of the companies involved in the Scheme

The Scheme does not involve merger of the business of the Demerged Company with the Resulting Company but only provides for demerger of GTLD Undertaking of the Demerged Company. Accordingly, there is no synergy of business under the Scheme.

(c) Impact of the Scheme on the shareholders

It is clarified that neither the Resulting Company nor the Demerged Company have issued any classes of shares other than equity shares. Accordingly, there are no other classes of shareholders that will be affected by the Scheme.

In relation to the equity shareholders of the Demerged Company, upon the Scheme becoming effective, the equity shareholders of the Demerged Company shall become the equity shareholders of the Resulting Company in the manner as set out in Clause 5.1 of the Scheme. In addition, the equity shares of the Resulting Company held by the Demerged Company will stand cancelled on or after the effective date (as set out in the Scheme) by operation of law, without payment of any consideration or any further act or deed by either of the Demerged Company and the Resulting Company.

(d) Cost benefit analysis of the Scheme

Post-effectiveness of the Scheme, the proposed demerger will increase value for the shareholders of the Resulting Company over time as the Resulting Company’s share value will rerate in line with its peers. In addition, as set out hereinabove, the shareholders of the Demerged Company will be allotted shares in the Resulting Company, thus facilitating increased value for the shareholders of the Demerged Company. Therefore, while the Scheme includes certain implementation costs, in the long-term such cost will be outweighed by the benefits of the Scheme, on account of several factors, including that the Scheme would separate the GTLD business and allow potential investors and other shareholders an option in terms of making a choice for either or both businesses.

31. Value of assets and liabilities of Infibeam Avenues Limited that are being transferred to Odigma Consultancy Solutions Limited and Infibeam Projects Management Private Limited

The details of assets and liabilities of Infibeam Avenues Limited that are being transferred to Odigma Consultancy Solutions Limited on account of demerger and Infibeam Projects Management Private Limited on account of slump sale are enclosed as Annexure‐16 .

32. BSE Details

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The additional information to be submitted to SEBI as advised by BSE vide its e-mail is enclosed as Annexure‐17 .

33. NSE Details

The additional information to be submitted to SEBI as advised by NSE vide letter dated September 27, 2023 is enclosed as Annexure‐18 .

Other Matters

34. In terms of SEBI Circular, the applicable information of Odigma and IPMPL in the format specified for abridged prospectus as provided in Part E of Schedule VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ Abridged Prospectus ”) including certificate of Kunvarji Finstock Private Limited, SEBI Registered Merchant Banker, confirming accuracy and adequacy of the information contained therein, as required under the SEBI Circular are enclosed herewith as Annexure‐19 and Annexure‐20 respectively.

35. Amounts due to unsecured creditors as on December 31, 2023:

Demerged Company	Demerged Company
Number	Amount(INR)
575	44,65,51,404
Resulting Company
Number	Amount(INR)
41	6,94,91,330
Transferee Company
Number	Amount(INR)
5	1,95,41,31,078

36. Capital Structure pre and post Scheme

The Pre-Scheme capital structure of Demerged Company, Resulting Company, and Transferee Company are detailed in clause 6 above.

The Post-Scheme capital structure is as follows:

Demerged Company

There will be no new issue of shares by the Demerged Company on account of the Scheme. Therefore, the Post-Scheme capital structure of the Demerged Company will remain unchanged. The Demerged Company has outstanding employee stock options under its existing stock option schemes, the exercise of which may result in an increase in the issued and paid-up share capital of the Demerged Company.

Resulting Company

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The capital structure of Resulting Company after the issue of shares to the shareholders of the Demerged Company will be as under:

Particulars	INR
Authorized Share Capital
3,13,00,000 EquityShares of Re. 1/- each	3,13,00,000
Total	3,13,00,000
Issued capital
3,12,58,469 EquityShares of Re. 1/- each	3,12,58,469
Total	3,12,58,469
Subscribed and Paid‐up Capital
3,12,58,469 EquityShares of Re. 1/- each	3,12,58,469
Total	3,12,58,469

The Resulting Company has outstanding employee stock options under its existing stock option schemes, the exercise of which may result in an increase in the issued and paid-up share capital of the Resulting Company.

Transferee Company

The capital structure of Transferee Company after the issue of shares to the shareholders of the Demerged Company will be as under:

Particulars	INR
Authorized Share Capital
55,88,114 EquityShares of Rs. 10/- each	5,58,81,140
Total	5,58,81,140
Issued Capital
55,88,114 EquityShares of Rs. 10/- each	5,58,81,140
Total	5,58,81,140
Subscribed and Paid‐up Capital
55,88,114 EquityShares of Rs. 10/- each	5,58,81,140
Total	5,58,81,140

Transferee Company

There will be no new issue of shares by Transferee Company on account of the Scheme. Therefore, the Post-Scheme capital structure of the Transferee Company will remain unchanged.

Pre & Post Shareholding Pattern of Demerged Company:

Sr. No.	Description	Pre scheme shareholding pattern (As on March 31, 2024)	Pre scheme shareholding pattern (As on March 31, 2024)	Post scheme shareholding pattern	Post scheme shareholding pattern
		Number of Shares Held	% of Share Capital	Number of Shares Held	% of Share Capital
(A)	PROMOTER
1	Indian
(a)	Individuals / Hindu Undivided Family	55,00,26,960	19.80	55,00,26,960	19.80
(b)	Central Government/ State Government(s)	-	-	-	-
(c)	Financial Institutions/ Banks	-	-	-	-

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(d)	(Any Other) - Bodies Corporate	21,31,27,500	7.66	21,31,27,500	7.66
	Sub‐Total A(1):	76,31,54,460	27.43	76,31,54,460	27.43
2	Foreign
(a)	Individuals (NRI/ Foreign Individuals)	-	-	-	-
(b)	Government	-	-	-	-
(c)	Institutions	-	-	-	-
(d)	Foreign Portfolio Investor	-	-	-	-
(e)	(Any Other) - Bodies Corporate	-	-	-	-
	Sub‐Total A(2) :	‐	‐	‐	‐
	Total A=A(1)+A(2)	76,31,54,460	27.43	76,31,54,460	27.43
(B)	PUBLIC SHAREHOLDING
B1	Institutions
(a)	Mutual Funds / UTI	21,97,494	0.08	21,97,494	0.08
(b)	NBFCs registered with RBI	1,40,001	0.01	1,40,001	0.01
(c)	Venture Capital Funds	-	-	-	-
(d)	Alternate Investment Funds	-	-	-	-
(e)	Foreign Venture Capital Investors	-	-	-	-
(f)	Foreign Portfolio Investors Category I	20,36,48,509	7.32	20,36,48,509	7.32
(g)	Foreign Portfolio Investors Category II	51,70,342	0.19	51,70,342	0.19
(h)	Financial Institutions / Banks	-	-	-	-
(i)	Insurance Companies	-	-	-	-
(j)	Any other	-	-	-	-
	Sub‐Total B(1) :	21,11,56,346	7.59	21,11,56,346	7.59
B2	Central/State Govt(s)/ President of India	-	-	-	-
	Sub‐Total B(2):	‐	‐	‐	‐
B3	Non‐Institutions
(a)	Directors and their relatives (excluding independent directors and nominee directors)	41,13,56,342	14.79	41,13,56,342	14.79
(b)	Key Managerial Personnel	24,41,360	0.09	24,41,360	0.09
(c)	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	53,13,73,944	19.10	53,13,73,944	19.10
(d)	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	48,89,88,381	17.58	48,89,88,381	17.58
(e)	Non Resident Indians (NRIs)	4,68,88,098	1.69	4,68,88,098	1.69
(f)	Bodies Corporate	12,54,56,317	4.51	12,54,56,317	4.51
(g)	Any Other
	-Clearing Member	18,905	0.00	18,905	0.00
	- Trust	54,55,918	0.20	54,55,918	0.20
	- LLP	11,06,46,942	3.98	11,06,46,942	3.98

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	- Hindu Undivided Family	7,27,53,475	2.62	7,27,53,475	2.62
	Sub‐Total B(3):	1,79,53,79,682	64.54	1,79,53,79,682	64.54
	Total B=B(1)+B(2)+ B(3):	2,00,65,36,028	72.13	2,00,65,36,028	72.13
C	Non Promoter ‐ Non Public
1.	Shares held by Custodian for GDRs & ADRs	‐	‐	‐	‐
2.	Employee Benefit Trust (under SEBI (SBEB)Reg., 2014)	1,23,11,642	0.44	1,23,11,642	0.44
	Sub‐Total C:	1,23,11,642	0.44	1,23,11,642	0.44
Total (A+B+C):		2,78,20,02,130	100.00	2,78,20,02,130	100.00

Pre & Post Shareholding Pattern of Resulting Company:

Sr. No.	Description	Pre scheme shareholding pattern (As on March 31, 2024)	Pre scheme shareholding pattern (As on March 31, 2024)	Post scheme shareholding pattern	Post scheme shareholding pattern
		Number of Shares Held	% of Share Capital	Number of Shares Held	% of Share Capital
(A)	PROMOTER
1	Indian
(a)	Individuals / Hindu Undivided Family	-	-	61,80,081	19.77
(b)	Central Government/ State Government(s)	-	-	-	-
(c)	Financial Institutions/ Banks	-	-	-	-
(d)	(Any Other) - Bodies Corporate	43,90,400*	100.00*	23,94,692	7.66
	Sub‐Total A(1):	43,90,400	100.00	85,74,773	27.43
2	Foreign
(a)	Individuals (NRI/ Foreign Individuals)	-	-	-	-
(b)	Government	-	-	-	-
(c)	Institutions	-	-	-	-
(d)	Foreign Portfolio Investor	-	-	-	-
(e)	(Any Other) - Bodies Corporate	-	-	-	-
	Sub‐Total A(2) :	‐	‐	‐	‐
	Total A=A(1)+A(2)	43,90,400	100.00	85,74,769	27.43
(B)	PUBLIC SHAREHOLDING
B1	Institutions
(a)	Mutual Funds / UTI	-	-	24,691	0.08
(b)	NBFCs registered with RBI	-	-	1,574	0.01
(c)	Venture Capital Funds	-	-	-	-
(d)	Alternate Investment Funds	-	-	-	-
(e)	Foreign Venture Capital Investors	-	-
(f)	Foreign Portfolio Investors Category I	-	-	22,88,186	7.32
(g)	Foreign Portfolio Investors Category	-	-	58,094	0.19

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	II
(h)	Financial Institutions / Banks	-	-	-	-
(i)	Insurance Companies	-	-	-	-
(j)	Any other			-	-
	Sub‐Total B(1) :	‐	‐	23,72,545	7.59
B2	Central/State Govt(s)/ President of India	-	-	-	-
	Sub‐Total B(2):	‐	‐	‐	‐
B3	Non‐Institutions
(a)	Directors and their relatives (excluding independent directors and nominee directors)	-	-	2,338	0.01
(b)	Key Managerial Personnel	-	-	-	-
(c)	Resident Individuals holding nominal share capital upto Rs. 2 lakhs	-	-	59,70,492	19.10
(d)	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	-	-	1,01,41,335	32.44
(e)	Non Resident Indians (NRIs)	-	-	5,26,833	1.69
(f)	Bodies Corporate	-	-	14,09,622	4.51
(g)	Any Other
	- Clearing Member	-	-	213	0.00
	- Trust	-	-	1,99,637	0.64
	- LLP	-	-	12,43,225	3.98
	- Hindu Undivided Family	-	-	8,17,456	2.62
	Sub‐Total B(3):	‐	‐	2,03,11,151	64.98
	Total B=B(1)+B(2)+ B(3):	‐	‐	2,26,83,696	72.57
C	Non Promoter ‐ Non Public
1.	Shares held by Custodian for GDRs & ADRs	‐	‐	‐	‐
2.	Employee Benefit Trust (under SEBI (SBEB)Reg., 2014)	-	-	-	-
	Sub‐Total C:	-	-	‐	‐
Total (A+B+C):		43,90,400	100.00	3,12,58,469	100.00

* Including Nominee Shareholders

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Pre & Post Shareholding Pattern of Transferee Company:

Sr. No.	Description	Pre scheme shareholding pattern (As on March 31, 2023)	Pre scheme shareholding pattern (As on March 31, 2023)	Post scheme shareholding pattern	Post scheme shareholding pattern
		Number of Shares Held	% of Share Capital	Number of Shares Held	% of Share Capital
(A)	PROMOTER
1	Indian
(a)	Individuals / Hindu Undivided Family	-	-	-	-
(b)	Central Government/ State Government(s)	-	-	-	-
(c)	Financial Institutions/ Banks	-	-	-	-
(d)	(Any Other) - Bodies Corporate (includingnominees)	10,000	100.00	55,88,114	100.00
	Sub‐Total A(1):	10,000	100.00	55,88,114	100.00
2	Foreign
(a)	Individuals (NRI/ Foreign Individuals)	-	-	-	-
(b)	Government	-	-	-	-
(c)	Institutions	-	-	-	-
(d)	Foreign Portfolio Investor	-	-	-	-
(e)	(Any Other) - Bodies Corporate	-	-	-	-
	Sub‐Total A(2) :	‐	‐	‐	‐
	Total A=A(1)+A(2)	10,000	100.00	55,88,114	100.00
(B)	PUBLIC SHAREHOLDING
B1	Institutions
(a)	Mutual Funds / UTI	-	-	-	-
(b)	Venture Capital Funds	-	-	-	-
(c)	Alternate Investment Funds	-	-	-	-
(d)	Foreign Venture Capital Investors	-	-	-	-
(e)	Foreign Portfolio Investors	-	-	-	-
(f)	Financial Institutions / Banks	-	-	-	-
(g)	Insurance Companies	-	-	-	-
(h)	Provident Funds/ Pension Funds	-	-	-	-
(i)	Any other - Foreign Bank	-	-	-	-
	Sub‐Total B(1) :	‐	‐	‐	‐
B2	Central/State Govt(s)/ President of India	-	-	-	-
	Sub‐Total B(2):	‐	‐	‐	‐
B3	Non‐Institutions
(a)	Individual shareholders holding shares upto nominal value of Rs. 2 Lakhs	-	-	-	-

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(b)	Individual shareholders holding shares in excess of nominal value of Rs. 2 Lakhs	-	-	-	-
(c)	NBFCs registered with RBI	-	-	-	-
(d)	Employee Trusts	-	-	-	-
(e)	Overseas Depositories(holding DRs)	-	-	-	-
(f)	Any Other
	-Bodies Corporate	-	-	-	-
	-Non Resident Indians	-	-	-	-
	-Clearing Member	-	-	-	-
	- Trust	-	-	-	-
	- Hindu Undivided Family	-	-	-	-
	Sub‐Total B(3):	‐	‐	‐	‐
	Total B=B(1)+B(2)+ B(3):	‐	‐	‐	‐
C	Non Promoter ‐ Non Public
1.	Shares held by Custodian for GDRs & ADRs	‐	‐	‐	‐
2.	Employee Benefit Trust (under SEBI (SBEB)Reg., 2014)	-	-	-	-
	Sub‐Total C:	‐	‐	‐	‐
Total (A+B+C):		10,000	100.00	55,88,114	100.00

37. The copy of the Scheme has been filed by Infibeam, Odigma and IPMPL before the concerned Registrar of Companies in Form No GNL-1 on April 30, 2024.

38. Investigation or proceedings, if any, pending against the Company under the Companies Act, 2013

No investigation proceedings have been instituted or are pending in relation to the Infibeam, under Section 210 to 229 of Chapter XIV of the Companies Act, 2013 or under the corresponding provisions of the Act of 1956. No proceedings are pending under the Companies Act, 2013 or under the corresponding provisions of the Act of 1956 against Infibeam. Further, to the knowledge of Infibeam, no investigation proceedings have been instituted or are pending in relation to the Demerged Company and Transferor Company under Section 210 to 229 of Chapter XIV of the Companies Act, 2013 or under the corresponding provisions of the Act of 1956. Also, to the knowledge of Infibeam, no proceedings are pending under the Companies Act, 2013 or under the corresponding provisions of the Act of 1956 against Demerged Company and Transferor Company.

No winding proceedings have been filed or are pending against Infibeam under the Act or the corresponding provisions of the Act of 1956. Further, to the knowledge of Infibeam, no winding up proceedings have been filed or are pending against Odigma and IPMPL under the Act or the corresponding provisions of the Act of 1956.

39. There is no debt restructuring being undertaken pursuant to this Scheme.

40. The name and address of the promoters of Infibeam including their shareholding in the Companies as on dated March 31, 2024 are as under:

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Sr. No.	Name and Address of Promoters	Infibeam	Infibeam	Odigma	Odigma	IPMPL	IPMPL
		No. of Shares of INR 1/‐ each	% of holding	No. of Shares of INR 1/‐ each	% of holding	No. of Shares ofINR 10/‐ each	% of holding
1.	Mr. Ajitbhai Champaklal Mehta Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India.	12,04,59,12 0	4.34	-	-	-	-
2.	Ms. Jayshreeben Ajitbhai Mehta Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India.	12,04,59,12 0	4.34	-	-	-	-
3.	Mr. Vishal Ajitbhai Mehta Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India.	23,98,37,60 0	8.63	1000*	0.00	1*	0.00
4.	Mr. Malav Ajitbhai Mehta Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India.	-	-	-	-	-	-
5.	Ms. Nirali Vishal Mehta Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India.	6,02,36,800	2.17	-	-	-	-
6.	Mr. Subhashchandra Rambhai Amin Ram House, Near Atlanta Tower, Gulbai Tekra, Ahmedabad - 380006, Gujarat, India.	82,35,160	0.30	-	-	-

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7.	Ms. Anoli Malav Mehta Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India.	-	-	-	-	-
8.	Ms. Achalaben S Amin Ram House, Near Atlanta Tower, Gulbai Tekra, Ahmedabad - 380006, Gujarat, India.	7,05,800	0.03	-	-	-	-
9.	Ms. Mokshadaben Pravinbhai Sheth 30, Hermitage Villa, Ambali, Dascroi, Ahmedabad – 380001, Gujarat, India.	-	-	-	-	-	-
10.	Ms. Pallavi Kumarpal Shah 8, Adesh Appt., Nr. Dharnidhar Temple, Paldi, Ahmedabad – 380007, Gujarat, India.	93,360	0.00	-	-	-	-
11.	Ms. Bhadrika Arvind Shah 14-A, Ashok Vatika, Ambli - Bopal Road, Bopal, Ahmedabad – 380058, Gujarat, India.	-	-	-	-	-	-
12.	Ms. Shreya Nisarg Parikh A - 38, Shri Krishna Apartment, Bodakdev, Ta - Daskroi, Ahmedabad – 380054, Gujarat, India.	-	-	-	-	-	-

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13.	Infinium Motors Private Limited 842 Near YMCA, Sarkhej-Gandhinagar highway, Ahmedabad - 380 006, Gujarat, India	21,31,27,50 0	7.66	-	-	-	-
14.	Infinium Communications Private Limited 9thFloor Shitiratna, Off C G Road, Nr. Panchavati Circle, Ahmedabad - 380 006, Gujarat, India.	-	-	-	-	-	-
15.	Infinium Motors (Gujarat) Private Limited Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India	-	-	-	-	-	-
16.	Ajit Mehta HUF Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India	-	-	-	-	-	-
17.	Vishal Mehta HUF Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India	-	-	-	-	-	-
18.	Malav Mehta HUF Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India	-	-	-	-	-	-
19.	V.M. Associates Amijyot, Parimal Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India	-	-	-	-	-	-

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20.	Advanced Energy Resources & Management Private Limited Plot No.392, Palasuni Rasulgarh Bhubaneswar - 751010	-	-	-	-	-	-
21.	YORO Club LLP 9thFloor Shitiratna, Off C G Road, Nr. Panchavati Circle, Ahmedabad - 380 006, Gujarat, India	-	-	-	-	-	-
22.	VIMA Enterprises LLP 9thFloor Shitiratna, Off C G Road, Nr. Panchavati Circle, Ahmedabad - 380 006, Gujarat, India.	-	-	-	-	-	-
*In the capacity of Nominee

41. The name and address of the promoters of Odigma including their shareholding in the Companies as on March 31, 2024 are as under:

Sr. No.	Name and Address of Promoters	Infibeam	Infibeam	Odigma	Odigma	IPMPL	IPMPL
		No. of Shares of INR 1/‐ each	% of holding	No. of Shares of INR 1/‐ each	% of holding	No. of Shares of INR 10/‐ each	% of holding
1.	Infibeam Avenues Limited 28thFloor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT City, Gandhinagar – 382 355, Gujarat, India	-	-	43,89,350	100.00	9,999	100.00

42. The name and address of the promoters of IPMPL including their shareholding in the Companies as on 31[st] March, 2024 are as under:

Sr. Name and Address of Infibeam Odigma IPMPL

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No.	Promoters	No. of Shares of INR 1/‐ each	% of holding	No. of Shares of INR 1/‐ each	% of holding	No. of Shares of INR 10/‐ each	% of holding
1.	Infibeam Avenues Limited 28thFloor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT City, Gandhinagar – 382 355, Gujarat, India	-	-	43,89,350	100.00	9,999	100.00

43. The details of the shareholding of the Directors and the Key Managerial Personnel (KMP) of Infibeam in the Companies as on March 31, 2024 are as follows:

Sr No	Name of the Director and KMP	Position	Equity Shares held in	Equity Shares held in	Equity Shares held in
			Infibeam	Odigma	IPMPL
			No. ofShares ofINR 1/‐ each	No. of Shares of INR 1/‐ each	No. of Shares of INR 10/‐ each
1	Mr. Ajit Champaklal Mehta	Chairman Emeritus & Non- Executive Director	12,04,59,120	-	-
2	Mr. Vishal Ajitbhai Mehta	Chairman & Managing Director	23,98,37,600	1000*	1*
3	Mr. Vishwas Ambalal Patel	Joint Managing Director	30,63,82,648	-	-
4	Mr. Keyoor Madhusudan Bakshi	Independent Director	-	-	-
5	Mr. Roopkishan Sohanlal Dave	Independent Director	2,000	-	-
6	Ms. Vijaylaxmi Tulsidas Sheth	Independent Director	-	-	-
7	Mr. Piyushkumar Mithileshkumar Sinha	Independent Director	-	-	-
8	Mr. Sunil Bhagat	Chief Financial Officer	12,40,000	-	-
9	Mr. Shyamal Trivedi	Sr. Vice President and CompanySecretary	12,01,360	-	-
*In the capacity of Nominee

44. The details of the shareholding of the Directors of Odigma in the Companies as on March 31, 2024 are as

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follows:

Sr No	Name of the Director and KMP	Position	Equity Shares held in	Equity Shares held in	Equity Shares held in
			Infibeam	Odigma	IPMPL
			No. ofShares ofINR 1/‐ each	No. of Shares of INR 1/‐ each	No. of Shares of INR 10/‐ each
1	Mr. Vishal Mehta	Chairman & Non-Executive Director	23,98,37,600	1,000*	1*
2	Mr. MathewJose	ManagingDirector	-	10*	-
3	Mr. Lalji Vora	Non-Executive Director	-	-	-
*Nominee shareholders of Company Name

45. The details of the shareholding of the Directors of IPMPL in the Companies as on March 31, 2024 are as follows:

==> picture [435 x 170] intentionally omitted <==

----- Start of picture text -----

Sr Name of the Director Position Equity Shares held in
No and KMP Infibeam Odigma IPMPL
No. of Shares No. of No. of
of INR 1/‐ Shares of Shares of
each INR 1/‐ INR 10/‐
each each
1 Mr. Vishal Mehta Director 23,98,37,600 1000 1
2. Mr. Ajit Mehta Director 12,04,59,120 - -
In the capacity of Nominee
----- End of picture text -----*

46. In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and null and void.

47. Inspection

The following documents will be available for inspection by the Equity Shareholders of Infibeam at its registered office at 28[th] Floor, GIFT Two Building, Block No. 56, Road – 5C, Zone – 5, GIFT City, Gandhinagar – 382355, Gujarat, India, between 11:00 am to 01:00 pm on all days (except Saturdays, Sundays and public holidays) up to the date of the meeting:

• i. Copy of Composite Scheme of arrangement;

• ii. Certified Copy of the order passed by the NCLT in CA(CAA)/13(AHM)2024, dated 29 April 2024 inter alia, directing to convene the meeting(s);

• iii. Copy of CA(CAA)/13(AHM)2024 along with annexures filed by Infibeam, Odigma and IPMPL before NCLT;

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• iv. Copy of the Memorandum and Articles of Association of Companies; v. Copy of audited financial statements of all Companies for the financial year ended March 31, 2023, March 31, 2022 and March 31, 2021;

• vi. Copy of unaudited financial results of all Companies for nine months ended December 31, 2023;

• vii. Copy of the Register of Directors’ and KMPs’ shareholding of each of the Companies; viii. Copy of Valuation report on recommendation of share exchange ratio dated August 07, 2023 issued by Den Valuation (OPC) Private Limited, Independent Registered Valuer;

• ix. Copy of Fairness Opinion dated August 07, 2023 issued by Kunvarji Finstock Pvt. Ltd.; x. Copy of summary of Valuation Report; xi. Copy of the report of the Committee of Independent Directors of Infibeam dated August 08, 2023;

• xii. Copy of the report of the Audit Committee and Committee of Independent Directors of Infibeam dated August 08, 2023;

• xiii. Copy of the extracts of the resolution passed by the Board of Directors of Infibeam dated August 08, 2023 and Odigma and IPMPL dated August 07,2023;

• xiv. Observation letter to the Scheme of Arrangement received by Infibeam Avenues Limited from the BSE Limited dated February 22, 2024 and the National Stock Exchange of India Limited dated February 23, 2024;

• xv. Complaints report submitted by Infibeam Avenues Limited to BSE Limited dated September 29, 2023 and National Stock Exchange of India Limited dated October 28, 2023;

• xvi. Copy of the Statutory Auditors’ Certificates, dated August 07, 2023 issued by Shah & Taparia for Infibeam Avenues Limited, dated August 07, 2023 issued by G.S Mathur and Co. for Odigma Consultancy Solutions Limited and dated August 07, 2023 issued by Rajpara Associates for Infibeam Projects Management Private Limited, to the effect that the accounting treatment, if any, proposed in the Scheme of compromise or arrangement is in conformity with the applicable Accounting Standards prescribed under Section 133 of the Companies Act 2013;

• xvii. Copy of the certificate issued by M/s. Shah & Taparia, Chartered Accountants, certifying number of equity shareholders of Infibeam as on 31[st] December, 2023;

• xviii. Copy of the certificate issued by M/s. Patel & Mehta, Chartered Accountants, certifying the number and amount due to the secured creditors of Infibeam as on 31[st] December, 2023;

• xix. Copy of the certificate issued by M/s. Patel & Mehta, Chartered Accountants, certifying the number and amount due to the unsecured creditors of Infibeam as on 31[st] December, 2023;

• xx. Copy of the certificate issued by M/s. G.S. Mathur & Co, Chartered Accountants, certifying number of equity shareholders of Odigma as on 31[st] December, 2023;

• xxi. Copy of the certificate issued by M/s. G.S. Mathur & Co Chartered Accountants, certifying that there are no secured creditors of Odigma as on 31[st] December, 2023;

• xxii. Copy of the certificate issued by M/s. G.S. Mathur & Co, Chartered Accountants, certifying the number and amount due to the unsecured creditors of Odigma as on 31[st] December, 2023;

• xxiii. Copy of the certificate issued by M/s. Rajpara Associates, Chartered Accountants, certifying number of equity shareholders of IPMPL as on 31[st] December, 2023;

• xxiv. Copy of the certificate issued by M/s. Rajpara Associates Chartered Accountants, certifying that there are no secured creditors of IPMPL as on 31[st] December, 2023;

• xxv. Copy of the certificate issued by M/s. Rajpara Associates, Chartered Accountants, certifying the number and amount due to the unsecured creditors of IPMPL as on 31[st] December, 2023;

• xxvi. Copy of the Reports adopted by the Board of Directors of the respective Companies pursuant to the provisions of section 232(2)(c) of the Act;

• xxvii. Copy of the applicable information of Odigma in the format specified for abridged prospectus as provided in Part E of Schedule VI of Securities and Exchange Board of India

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(Issue of Capital and Disclosure Requirements) Regulations, 2018;

• xxviii. Copy of the applicable information of IPMPL in the format specified for abridged prospectus as provided in Part E of Schedule VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

• xxix. Copy of the Note in respect of Details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against Infibeam, its promoters and directors;

• xxx. Copies of Form GNL-1 filed by Infibeam, Odigma and IPMPL with the concerned Registrar of Companies, along with the challan dated April 30, 2024, evidencing filing of the Scheme; and

• xxxi. All other documents referred to or mentioned in the Statement to this Notice.

The equity shareholders shall be entitled to obtain the extracts from or for making or obtaining the copies of the documents listed in item numbers (i), (ii), (vi), (vii), (ix), (x), (xiv), (xvi), (xvii), (xxii), (xxiii), (xxvii), (xxviii) and (xxix) above.

48. This statement may be treated as an Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the Rules. Hard copies of the Particulars as defined in this Notice can be obtained free of charge within 1 (one) day on a requisition being so made for the same by the Equity Shareholders of Infibeam at the registered office of Infibeam.

49. After the Scheme is approved by the equity shareholders, secured creditors and unsecured creditors of all the companies involves in the Scheme, it will be subject to the approval / sanction by NCLT.

Dated this May 03, 2024

Sd/- Dr. Binod Kumar Sinha Chairman appointed for the meetings

Registered office:

28[th] Floor, Gift Two Building, Block – 56, Road – 5C, Zone – 5, GIFT City, Gandhinagar – 382355, Gujarat. (CIN: L64203GJ2010PLC061366)

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Annexure-1

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Annexure-7

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Annexure-8

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Annexure-9

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Annexure-10

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Ref: NSE/LIST/37074_I The Company Secretary Infibeam Avenues Limited 28th Floor, GIFT Two Building, Block No. 56, Road - 5C, Zone - 5, Gift City, Gandhinagar, Gandhinagar - 382355

February 23, 2024

Kind Attn.: Mr. Shyamal Trivedi

Dear Sir,

Sub : Observation Letter for Composite Scheme of Arrangement amongst Infibeam Avenues Odigma Consultancy Infibeam Projects Management and their respective shareholders and creditors.

We are in receipt of Composite Scheme of Arrangement amongst Infibeam Odigma Consultancy Solutions Limited and their respective shareholders and creditors vide application dated August 22, 2023.

Based on our letter reference no. NSE/LIST/37074 dated December 04, 2023, submitted to SEBI pursuant to SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 issued on June 20, 2023 and Regulation 94(2) of SEBI (LODR) Regulations 2015, SEBI vide its letter dated February 22, 2024, has inter alia given the following comment(s) on the draft scheme of arrangement:

• a) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.

• b) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.

• c) The entities involved in the scheme shall duly comply with various provision of the SEBI Circulars and ensure that all the liabilities of the Transferor Company are transferred to the Transferee Company.

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Page 479

Continuation Sheet

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• d) The Company shall ensure that the information pertaining to all the unlisted Companies involved, if any, in the scheme, shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

• e) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

• f) The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.

• g) The Companies involved in the Scheme shall disclose the following as a part of the explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the Company to the shareholders while seeking approval under section 230 to 232 of the Companies Act, 2013:

• Details of asset, liabilities, net worth and revenue of the Companies involved, pre and post scheme.

• Impact of scheme on revenue generating capacity of Demerged Company.

• Need and rationale of the scheme, synergies of the business of the Companies involved in the Scheme, impact of the scheme on the shareholders and cost benefit analysis of the Scheme.

• Value of assets and liabilities of Infibeam Avenues Limited that are being transferred to Odigma Consultancy Solutions Limited and Infibeam Projects Management Private Limited.

• h) The Companies shall ensure that applicable additional information, if any, to be submitted to SEBI along with draft scheme of arrangement as advised by Exchange vide letter dated September 27, 2023 shall form part of disclosures to the shareholders.

• i) shall mandatorily be in demat form only.

• j) complying with the relevant clauses mentioned in the scheme document.

• k) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.

• l) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.

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Continuation Sheet

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• m) The Company shall comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed Scheme.

• n) It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

with other applicable statutory requirements. However, the listing of shares of the Resulting Companies is at the discretion of the Exchange.

The listing of Resulting Companies pursuant to the Scheme of Arrangement shall be subject to SEBI approval & Company satisfying the following conditions:

1. To submit the Information Memorandum containing all the information about Resulting Companies and its group companies in line with the disclosure requirements applicable for public the public through website of the companies. The following lines must be inserted as a disclaimer clause in the Information Memorandum:

Scheme has been approved by NSE; and/ or NSE does not in any manner warrant, certify or endorse the correctness or completeness of the details provided for the unlisted Company; does not in any manner take any responsibility for the financial or other soundness of the Resulting

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Continuation Sheet

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1. To publish an advertisement in the newspapers containing all the information about the Resulting Companies in line with the details required as per SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 issued on June 20, 2023. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as NSE.

2. To disclose all the material information about Resulting Companies to NSE on the continuous basis so as to make the same public, in addition to the requirements, if any, specified in SEBI (LODR) Regulations, 2015 for disclosures about the subsidiaries.

3. The following provision shall be incorporated in the scheme:

4. a) The shares allotted pursuant to the Scheme shall remain frozen in the depositories system till

5. b)

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

February 23, 2024, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Bansri Gosalia Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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Annexure-11

(A) Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against Infibeam, its promoters, and directors.

Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Infibeam:

Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Infibeam:	Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Infibeam:	Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Infibeam:	Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Infibeam:	Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Infibeam:	Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Infibeam:
S. No Court/ Tribunal Parties Brief Summary Amount (In Rupees) Current Status
1 Consumer Dispute District Redressal Forum, Vijaywada Andhra Pradesh (CC/161/2017) Mrs. Mannam Nirmala Kumari Vs. Andhra Bank & Ors. (Infibeam Avenues Limited) The Complainant's account was debited 5 times for a total of Rs. 60,000/- without her consent and knowledge. The Complainant immediately informed Andhra Bank and lodged a FIR at the local police station. Later the Complainant's bank was credited with Rs. 20,000/- from Andhra Bank and a Consumer complaint was filed by Complainant for recovery of remaining Rs. 40,000/-. IAL is a misjoinder to the case. The Consumer complaint is regarding the double debit of Rs. 40000/-. IAL has filed its reply that the amount under dispute is not with IAL. 40,000 On going
2	Consumer Dispute District Redressal Forum, Faridabad (CC/119/2021)	Ranjeet Singh Jhakar Vs. Infibeam Avenues Limited	IAL received a Consumer Complaint from Consumer Disputes Redressal Commission Forum, Faridabad. Complainant is the Merchant of IAL who runs an e- commerce business. One of his customers named Mr. Yakub Pasha made an order of LED Smart TV from the Complainant's website namely shopdealclue.com on 23.02.2019 and the same was delivered by the complainant through Fedex courier. IAL opened a dispute dated 20.03.2019 alleging "Service Not Received". On receipt of such information	2,55,499	Hearing date – 07.05.2024

Page 483

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----- Start of picture text -----

complainant
immediately submitted
all Proof of Delivery to
IAL. Thereafter IAL
charged back the
amount of Rs. 34,499
dated 27.09.2020 from
the Complainant on a
complaint received from
the bank of Respodnent
No. 2 i.e. Mr. Yakub
Pasha's Bank for
reasons attributable to
them after 180 days.
However the
Complainant alleges that
no dispute can be raised
after 180 days of the
order and that IAL has
failed to appreciate that
he has submitted all the
POD's still the amount
was charged back. IAL is
Misjoinder to this case.
Dispute is between the
Merchant and his
customer for non
delivery of products.
3 High Court of Delhi New Balance IAL received a Summons - Hearing date
(CS(COMM)/104/ Athletics INC Vs. from Delhi High Court in - 23.07.2024
2023) Ashok Kumar & a commercial dispute
Ors., Infibeam matter filed by New
Avenue Limited Balance Atheltics
against one of our
Merchant - Jagabandhuu
Sahoo who was selling
1st copy products in the
name of New Balance
Atheltics. In reference
to summons, IAL has
filed and submitted an
affidavit of reply along
with the transaction and
merchant details as
requested by New
Balance in the said
matter. IAL is Misjoinder
to this Case. The case
from Trademark
infringement is going on
between the brand
owner and Merchant.
4 Consumer Dispute Raam Mohan Vs. IAL received a summons 8,88,524/- On going
District Redressal 1) Thai Airways from the Hyderabad
Forum, International Consumer Court
Hyderabad (C.C PCL, 2) One Card regarding a Consumer
no.361/ 2023) online payment Dispute. The customer
and 3) Infibeam initially booked a ticket
Avenues Limited worth Rs. 2,05,049/-.
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----- Start of picture text -----

Subsequently, the
customer got a double
debit for the same
amount without any
corresponding ticket
booking. For 2nd
duplicate transaction,
customer raised
chargeback and the
same was accepted by
Thai Airways but due to
HDFC's processing
issue, customer did not
receive the payment of
Rs. 2,05,049/-. For 1st
transaction, customer
raised partial
chargeback request to
Thai Airways for an
amount of Rs. 38,765/-
and the same was
accepted by Thai
Airways but the
chargeback amount was
not processed to
Customer since IAL's
chargeback recovery
team did not receive any
instructions from HDFC
Bank. The said dispute is
between Merchant and
its Customer for non
delivery of Services. IAL
being PA is made party
to the dispute.
5 Mumbai Borivali Showbizz vs Showbizz has filed 1,00,00,000 Hearing
Court Infibeam complaint under section date-
Avenues Limited 420 r/w 34 of IPC 12.7.2024
against IAL contending
that IAL agreed to be
lead sponsor at Navratri
utsav in Mumbai and
agreed to pay 1 crore rs.
but afterwards did not
pay the money. IAL
contends that it never
agreed to be lead
sponsor of such event.
6 State Consumer SBI Card & Customer was duped for 2,52,000/- Hearing date
Disputes Redressal Payments Rs.1,80,000/- via – 14.05.2024
commission, Services Pvt Ltd several credit card
Haryana Vs. Ramkrishna transactions due to
(A/1465/2023) Mudholkar & Ors which he approached
(Infibeam the District Commission
Avenues Ltd) Haryana for restitution.
[He had received OTPs
on message with a
description
(CCAvenue.com
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Page 485

Recharge) on his registered mobile number]. The District Commission directed all the respondents (including us) to not recover Rs. 1,80,000 which were deducted through his Credit Card and held the complainant entitled to Rs. 20,000/- for harrasment and mental agony and Rs. 22,000/- as a litigation cost. Hence, SBI Card & Payments Services Pvt ltd has filed an Apeal before the State Commission Haryana against the said order.	Recharge) on his registered mobile number]. The District Commission directed all the respondents (including us) to not recover Rs. 1,80,000 which were deducted through his Credit Card and held the complainant entitled to Rs. 20,000/- for harrasment and mental agony and Rs. 22,000/- as a litigation cost. Hence, SBI Card & Payments Services Pvt ltd has filed an Apeal before the State Commission Haryana against the said order.	Recharge) on his registered mobile number]. The District Commission directed all the respondents (including us) to not recover Rs. 1,80,000 which were deducted through his Credit Card and held the complainant entitled to Rs. 20,000/- for harrasment and mental agony and Rs. 22,000/- as a litigation cost. Hence, SBI Card & Payments Services Pvt ltd has filed an Apeal before the State Commission Haryana against the said order.	Recharge) on his registered mobile number]. The District Commission directed all the respondents (including us) to not recover Rs. 1,80,000 which were deducted through his Credit Card and held the complainant entitled to Rs. 20,000/- for harrasment and mental agony and Rs. 22,000/- as a litigation cost. Hence, SBI Card & Payments Services Pvt ltd has filed an Apeal before the State Commission Haryana against the said order.	Recharge) on his registered mobile number]. The District Commission directed all the respondents (including us) to not recover Rs. 1,80,000 which were deducted through his Credit Card and held the complainant entitled to Rs. 20,000/- for harrasment and mental agony and Rs. 22,000/- as a litigation cost. Hence, SBI Card & Payments Services Pvt ltd has filed an Apeal before the State Commission Haryana against the said order.	Recharge) on his registered mobile number]. The District Commission directed all the respondents (including us) to not recover Rs. 1,80,000 which were deducted through his Credit Card and held the complainant entitled to Rs. 20,000/- for harrasment and mental agony and Rs. 22,000/- as a litigation cost. Hence, SBI Card & Payments Services Pvt ltd has filed an Apeal before the State Commission Haryana against the said order.
7	District Consumer Dispute Redressal Forum, Saharsa (CC/04/2023)	G G Bazaar Vs. Infibeam Avenues Limited	The Consumer Mr. Prince Kumar Customer filed a complaint aganist G Bazaar and IAL for nondelivery of product worth Rs. 2,51,702/-. IAL is Misjoinder party to this dispute. IAL has also filed an affidavit reply to the Consumer court on05.02.2023.	2,51,702/-	On going

Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken by the Infibeam:

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----- Start of picture text -----

S. Court/ Tribunal Parties Brief Summary Amount (In Current
No Rupees) Status
----- End of picture text -----

Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken by the Infibeam:	Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken by the Infibeam:	Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken by the Infibeam:	Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken by the Infibeam:	Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken by the Infibeam:	Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken by the Infibeam:
S. No Court/ Tribunal Parties Brief Summary Amount (In Rupees) Current Status
1.	In The Commercial Court at Ahmedabad Comm. Tm Suit No. 21 of 2017 (old C.S No. 2214 of 2015)	Infibeam Avenues Limited vs Iskula Services Private Limited	Infibeam Avenues Limited("Infibeam" or "Company")has filed a suit for declaration and permanent injunction against Iksula Services Private Limited (“Iksula”) before the City Civil Court, Ahmedabad (the “City Civil Court” and the suit, the “Suit”). In terms of the Suit, our Company has submitted that Iksula has reverse engineered the copyrighted coding of ourCompany’sBAB	5,00,00,000	Hearing date- 12.06.2024

Page 486

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----- Start of picture text -----

portal and gained
unauthorised access to
our Company’s
copyrighted work,
thereby infringing the
intellectual property
rights of our Company.
Our Company is
claiming a sum of Rs.
5,01,00,000/- (Rupees
Five Crores and One
Lakh Only) as damages
from Iksula under the
Suit.
2. City Sessions Court, Infibeam IAL has filed Crimimal - On going
Dindoshi, Mumbai Avenues revision Application to
Limited & challenge the order
Ors v. 1) The passed by the Borivali
state of court
Maharastra
through PP
and ors.
2) Show bizz
3. District and Seassions Infibeam Appeal filed under the Not specified Hearing
Court, Gurugram Avenues matter related to date –
Limited (5x payment and wages 10.07.2024
Employee act.
same case)
vs The
authority
under
payment and
wages act
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Tax related Matters of Infibeam:

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----- Start of picture text -----

Sr. No. Particulars Litigation filed Current Status Amount
by involved
(INR million)
----- End of picture text -----

Tax related Matters of Infibeam:	Tax related Matters of Infibeam:	Tax related Matters of Infibeam:	Tax related Matters of Infibeam:	Tax related Matters of Infibeam:
Sr. No. Particulars Litigation filed by Current Status Amount involved (INR million)
1	Our Company had been served with an assessment order in relation to return filed for the assessment year 2017-18 (the “Assessment Order”). Pursuant to the Assessment Order passed u/s 143(3) r.w.s. 263 r.w.s. 144B of Income Tax Act, 1961 in which Ld. AO disallowed claim of (i) ESOP expense amounting to Rs. 36.89 million, (ii) TDS credit of Rs. 28.75 million, (iii) credit of self-assessment tax of Rs. 21.89 million and (iv) MAT credit u/s 115JAA of Rs. 12.30 million. Also, the Ld. AO has erred in calculating interest u/s 234B. The Company has preferred an	Company	The matter is currently pending.	Rs. 83.41

Page 487

appeal to the Commissioner of Income-tax(Appeals).	appeal to the Commissioner of Income-tax(Appeals).	appeal to the Commissioner of Income-tax(Appeals).	appeal to the Commissioner of Income-tax(Appeals).	appeal to the Commissioner of Income-tax(Appeals).
2 Our Company had been served with an assessment order in relation to return filed for the assessment year 2021-22 (the “Assessment Order”). Pursuant to the Assessment Order passed u/s 143(3) r.w.s. 144B of Income Tax Act, 1961 in which Ld. AO erred in, (i) disallowing TDS credit of Rs. 0.50 million, (ii) addition in total income of Rs. 1.78 million by making disallowance of part of Provision for Expenses and (iii) calculating interest on refund u/s 244A. The Company has preferred an appeal to the Commissioner of Income-tax (Appeals). Company The matter is currently pending. Rs. 0.46
3	Our Company had been served with an assessment order in relation to return filed for the assessment year 2022-23 (the “Assessment Order”). Pursuant to the Assessment Order passed u/s 143(3) r.w.s. 144B of Income Tax Act, 1961 in which Ld. AO erred in, (i) disallowing TDS credit of Rs. 14.39 million, (ii) calculating interest on refund u/s 244A and (iii) wrongly charged interest of Rs. 0.34 million. The Company has preferred an appeal to the Commissioner of Income-tax(Appeals).	Company	The matter is currently pending.	Rs. 14.73

Tax related matter of Promoters of Infibeam:

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----- Start of picture text -----

Sr. No. Particulars Litigation filed Current Status Amount
by involved
(INR million)
----- End of picture text -----

Tax related matter of Promoters of Infibeam:	Tax related matter of Promoters of Infibeam:	Tax related matter of Promoters of Infibeam:	Tax related matter of Promoters of Infibeam:	Tax related matter of Promoters of Infibeam:
Sr. No. Particulars Litigation filed by Current Status Amount involved (INR million)
1	The appellant had been served with an assessment order in relation to return filed for the assessment year 2018-19 (the “Assessment Order”). Pursuant to the Assessment Order passed u/s 143(3) of Income Tax Act, 1961 in which Ld. AO erred in, (i) disallowing TDS credit of Rs. 0.15 million, (ii) addition in total income of Rs. 0.02 million by making disallowance of conveyance allowance and (iii) calculating	Smt Jayshreeben Ajitbhai Mehta	Ongoing	Rs.2.38

Page 488

			interest U/s 234A, 234B and 234C. Appellant has preferred an appeal to the Commissioner of Income-tax(Appeals).	interest U/s 234A, 234B and 234C. Appellant has preferred an appeal to the Commissioner of Income-tax(Appeals).	interest U/s 234A, 234B and 234C. Appellant has preferred an appeal to the Commissioner of Income-tax(Appeals).
		2	The assessee had been served			Shri Malav Ongoing			Rs.47.00
			with an order under clause(d)			Ajitbhai Mehta
			of section 148A	of the Income
			tax act, 1961	alleging	that
			assessee has	failed	to
			satisfactorily	explain	the
			transaction of	receipt	of
			unsecured	loan	of
			Rs.4,70,00,000/-	from	M/s.
			V.M. Associates in the Asst		Year
			2017-18. Against this order
			U/s 148A, the	assessee	has
			filed writ with the Honorable
			GujaratHighCourt.
**(B) **		Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other
		enforcement action taken, if any, against the Odigma, its promoters, and						directors.
Details of ongoing adjudication & recovery						proceedings, prosecution initiated, and all other enforcement
action			taken against the Odigma:
	S. No		Court/ Tribunal		Parties		Brief Summary		Amount (In Rupees)	Current Status
	1		Comm CMA	- Troikaa			The Service Provider		2,86,988/-	On going
			Commercial Civil Misc. Pharmaceutical				Agreement between
			Application 78 of 2023 Limited			vs	Odigma Consultancy
				Odigma			Private Limited
				Consultancy			(“Company” or “Odigma”)
				Solutions Limited			and Troikaa Pharmaceutical
							Limited (“Troikaa”), wherein
							Odigma has provided
							Digital marketing services
							to Troikaa, there were
							several reminders sent for
							payment of unpaid invoices
							amounting to INR 2,86,988/-
							but Troikaa has
							not paid the outstanding
							Troika Ongoing process	of
							the matter in the
							court. 2,86,988 amount	of
							INR 2,86,988/. As a result,
							Odigma filed an MSME case.
							Subsequently, the MSME
							order was in favor	of
							Odigma. However, Troikaa
							has now filed an Appeal
							before the Court of the
							Commercial court at the city
							civil court, Ahmedabad. An
							application is filed U/S 34	of
							Arbitration and Conciliation
							Act,1996 to set aside the

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Arbitral Award passed by the MSME

Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken by the Odigma:

S. No	Court/ **Tribunal **	Parties	Brief Summary	Amount (In Rupees)	Current Status
1	City Civil Court and session court, Ahmedabad	Odigma Consultancy Solutions Ltd vs Sarvaloka Services on call private Limited	Sarvaloka entered into a Service Provider Agreement with Odigma on 27/04/2020 to avail services, Odigma raised invoices pertaining to the services provided and Sarvaloka made certain payments of some Invoices. However, Odigma maintained a running account with Sarvaloka, and an amount of Rs. 13,56,400/- stands outstanding at the end of such running account. However, Odigma sent various reminders for the outstanding amount, but the Sarvaloka didn’t consider it nor replied to such reminders. Hence Odigma has filed a commercial suit to recover the outstanding amount and interest thereon in the Hon’ble City Civil Court, Ahmedabad. The Hon’ble court referred the matter to mediation which failed	13,56,400	Hearing date- 12.06.2024
2	City Civil Court and session court, Ahmedabad	Odigma Consultancy Solutions Ltd vs Gravity Homes	Gravity entered into an Oral Agreement with Odigma in the year 2017. As per the agreement, Odigma provided services to Gravity and raised invoices thereon. However, Odigma maintained a running account with Gravity, at the end of such running account an amount of Rs. 7,18,643/- is outstanding. Further, Gravity failed to make timely payments and avoided communication from Odigma. Lastly, Odigma has now filed a commercial suit for recovery before Small Cause Court, Ahmedabad. The Court referred the matter to mediation which failed	7,18,643/-	On going

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3 City Civil Odigma Block Tag entered into an 3,66,000/- Hearing-
Court and Consultancy Agreement with Odigma on 14.06.
session court, Solutions Ltd vs 04/01/2018 to avail 2024
Ahmedabad Block-Tag IT services against which
Services Private Odigma raised invoices.
Limited and However, Odigma
others maintained a running
account with Block Tag, and
at the end of such a running
account, an amount of Rs.
3,66,000/- is outstanding.
Further, Odigma sent
various reminders for the
outstanding amount and
legal notices, but Block Tag
failed to make the payment.
Later on, Odigma filed an FIR
under the Sections 403, 405,
406, 420 and 120B of IPC,
1860 and an application
before MSME Bangalore also
was filed. Lastly, Odigma
filed a commercial suit to
recover the outstanding
amount and interest.
4 Small Cause Odigma Troikaa entered into a 2,86,988/- On going
Court, Consultancy Service Provider Agreement
Ahmedabad Solutions with Odigma for availing its
Limited vs services. In the view of the
Troikaa actual legally enforceable
Pharmaceuticals liability, Troikaa made some
Limited & others. part payment against some
invoices and assured
Odigma to pay the
outstanding amount i.e., Rs.
2,86,988/- However,
Troikaa failed to make
timely payments and
avoided communications
from the Odigma. Hence, a
Civil Suit for recovery filed
against the Defendant in the
Small Causes Court at
Ahmedabad for recovery of
money and other reliefs.
5 Case at CMM Odigma Odigma provided services of 2,11,732.60/- Hearing
Court Complex Consultancy SEO/SEM to BOI Media and date-
(Gheekatha Solutions Ltd vs Entertainment for which it 31.05.2024
Court) BOI Media and used to raise invoices of
Ahmedabad. Entertainment which payment of 5 invoices
Private Limited are yet to be made. Thus,
and Others criminal complaint under
Sections 406, 420 read with
Section 35 of IPC, 1860.
6 Case at CMM Odigma Odgma provided services of 2,01,600/- Hearing
Court Complex Consultancy SEO/SEM for which payment date-
(Gheekatha Solutions Ltd vs for two invoices are 31.05.2024
Court). Court Nirmal Lifestyles outstanding from Nirmal.
Limited & Ors. Thus, criminal complaint
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Page 491

	to carry out Enquiry.		under Sections 406, 420 read with Section 120B of IPC,1860.
7	Small Cause Court, Ahmedabad	Odigma Consultancy Solutions Limited vs Yeild Asset Real Estate Tech Pvt. Limited.	Yield Asset entered into a Service Provider Agreement with Odigma on 25/11/2020 in order to avail services. Odigma raised invoices pertaining to the services provided for which, Yield Asset made payments towards some invoices. However, Odigma maintained a running account with Yield Asset, and an amount of Rs. 1,77,528/- stands outstanding at the end of such running account. Odigma sent various reminders for the outstanding amount, but Yield Asset didn’t consider it nor replied to such reminders. Hence, Odigma has filed a commercial suit to recover the outstanding amount and interest thereon in the Small Cause Court, Ahmedabad.	1,77,528/-	Hearing date- 01.07.2024
8	Small Causes Court, Ahmedabad	Odigma Consultancy Solutions Ltd vs Mindsmapped Consulting Private Limited	MindsMapped appointed Odigma for the SEO Audit Services for the month of March and April in the year 2018 for which Odigma had issued two invoices. Both the invoices had an outstanding amount of Rs. 59,000 each. Even after various follow- ups, MindsMapped did not respond to the e-mails reminding them of the payment of the outstanding amount. Till date, the payment is still outstanding for the services provided by Odigma, hence civil suit for recovery of money and other reliefs.	1,18,000/-	Hearing date- 07.05.2024

Tax related matter of Odigma:

Sr. No.	Particulars	Litigation filed by	Current Status	Amount involved (INR million)
1	The original Return was filled with the declaring total loss of Rs. 24,52,510 in which the provision for gratuity was added back. The Learned assessing officer issued	Company	The matter is currently pending.	Rs.0.22

Page 492

intimation under section 143(1) as on 26/07/2019 in which the assessing officer requested to add back the amount of provision of Gratuity. In the response of which the rectified return was filled as on 26/10/2018. The Rectification request was rejected by the learned assessing officer and the same was added back. The Company has preferred an appeal to the Commissioner of Income-tax (Appeals).

Further, details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Promoter of Odigma, i.e. Infibeam is as provided in (A) above.

• (C) Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against IPMPL, its promoters, and directors.

There are no ongoing adjudication & recovery proceedings, prosecution initiated, or any other enforcement action taken against or by the IPMPL.

Further, details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Promoter of IPMPL, i.e. Infibeam is as provided in (A) above.

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Annexure-12

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Annexure-13

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Annexure-14

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Annexure-15

Details of assets, liabilities, net-worth and revenue of all the companies involved in the Scheme (both Pre-Scheme and Post-Scheme)

As on 31 March 2023 (Amount in INR lakhs)

DETAILS OF ASSETS & LIABILITIES

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Infibeam Avenues Limited Odigma Consultancy Services Infibeam Projects Management
Particulars Limited Private Limited
Pre-Scheme Post-Scheme Pre-Scheme Post-Scheme Pre-Scheme Post-Scheme
NON-CURRENT ASSETS
Property, Plant and Equipment 18,395 5,632 53 53 - 12,763
Right of use asset 747 747 - - - -
Goodwill 1,61,242 1,61,242 - - - -
Other Intangible Assets 27,080 26,758 307 628 - -
Intangible assets under development 481 481 - - - -
Investments 59,000 70,881 - - 117 117
Other financial assets 4,690 4,690 - - - -
Deferred tax assets (net) - - 3 - - -
Non-current tax assets (net) 7,968 7,946 225 225 - 22
Other non-current assets 427 427 - - - -
CURRENT ASSETS
Investments 3,750 3,750 - - - -
Trade Receivables 5,363 5,348 639 654 17 17
Cash and cash equivalents 16,722 15,798 3,295 3,312 2 909
Bank balance 176 176 - - - -
Loans 1,056 1,056 500 500 788 788
Other financial assets 20,618 20,618 1,839 1,839 16 16
Other current assets 54,015 54,009 62 63 - 5
Income tax assets (net) - - - - 1 1
Grand Total 3,81,730 3,79,561 6,924 7,274 941 14,638
EQUITY
Equity Share Capital 26,778 26,778 44 302 1 559
Other equity 2,69,163 2,68,961 6,631 6,575 2 11,326
NON-CURRENT LIABILITIES
Lease liabilities 501 501 - - - -
Provisions 558 558 14 14 - -
Deferred tax liabilities (net) 10,899 9,967 - 5 - 924
Other non-current liabilities 1,484 1,484 - - - -
CURRENT LIABILITIES
Borrowings - - - - 906 906
Trade Payabes 1,189 1,091 120 121 - 97
Lease liabilities 301 301 - - - -
Other financial liabilities 3,064 2,263 76 83 32 826
Other current liabilities 67,602 67,473 33 161 1 1
Provisions 175 175 6 6 - -
Current tax liabilities (net) 16 8 - 8 - -
Grand Total 3,81,730 3,79,561 6,924 7,274 941 14,638
DETAILS OF NET-WORTH
Infibeam Avenues Limited Odigma Consultancy Services Infibeam Projects Management
Particulars Limited Private Limited
Pre-Scheme Post-Scheme Pre-Scheme Post-Scheme Pre-Scheme Post-Scheme
Net-worth 2,95,941 2,95,739 6,675 6,877 3 11,884
DETAILS OF REVENUE FOR FINANCIAL YEAR 2022-23
Infibeam Avenues Limited Odigma Consultancy Services Infibeam Projects Management
Particulars Limited Private Limited
Pre-Scheme Post-Scheme Pre-Scheme Post-Scheme Pre-Scheme Post-Scheme
Revenue 1,85,113 1,84,842 4,501 4,696 35 111
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Annexure-16

Details of Assets & liabilities of Infibeam Avenues Limited to be transferred to Odigma Consultancy Services Limited and Infibeam Projects Management Private Limited

As on 31 March 2023 (Amount in INR lakhs)

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Particulars Details of Assets & Liabilities to Details of Assets & Liabilities to be
be transferred to Odigma transferred to Infibeam Projects
Consultancy Services Limited on Management Private Limited on
account of demerger account of slump sale
ASSETS
Property, Plant and Equipment 0 12,762
Other Intangible Assets 322 -
Non-current tax assets (net) - 22
Trade Receivables 15 -
Cash and cash equivalents 17 907
Other Current Assets 1 5
Grand Total 354 13,696
LIABILITIES
Deferred tax liabilities (net) 8 923
Trade Payabes 1 97
Other financial liabilities 7 794
Other current liabilities 129 -
Current tax liabilities (net) 8 -
Grand Total 152 1,814
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Annexure-17

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Sr. Particulars Yes / No / Remarks Exhibit
No. Not (Document
Applicable Provided)
1. Apportionment of losses of the listed company among the Not The Company is not apportioning any losses to Exhibit-1
companies involved in the scheme Applicable Resulting Company or Transferee Company. We
have submitted details of net-worth of the GTLD
Undertaking and Project Management Undertaking
of the Company (duly certi�ied by a Chartered
Accountant), on perusal of which your goodself
would �ind that there is positive net-worth in the
GTLD Undertaking and Project Management
Undertaking of the Company, which are transferred
to the Resulting Company and Transferee Company
respectively. Accordingly, as there is no loss in any
of the undertakings, the Company is not
apportioning any loss.
2. Details of assets, liabilities, revenue and net worth of the Yes - Exhibit-2
companies involved in the scheme, both pre and post scheme of
arrangement, along with a write up on the history of the
demerged undertaking/Transferor Company certi�ied by
Chartered Accountant (CA).
3. Any type of arrangement or agreement between the demerged No - -
company/resulting company/merged/amalgamated company/
creditors / shareholders / promoters / directors/etc., which
may have any implications on the scheme of arrangement as well
as on the shareholders of listed entity.
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4. Reasons along with relevant provisions of Companies Act, 2013 Yes Reserves of the Company Exhibit-3A to
or applicable laws for proposed utilization of reserves viz. In case of demerger, the Resulting Company is Exhibit-3C
Capital Reserve, Capital Redemption Reserve, Securities issuing equity shares to the shareholders of the
premium, as a free reserve, certi�ied by CA. Company as a consideration for transfer of GTLD
undertakings. The Company is not receiving any
consideration on account of demerger. Accordingly,
the Company is utilizing its reserves pursuant to
such demerger.
Further, in case of slump sale of Project
Management undertaking by the Company to the
Transferee Company, the Transferee Company is
issuing equity shares equivalent to the book net-
worth of the Project Management undertaking to
the Company. Accordingly, no impact is required to
be given in reserves of the Company in case of
slump sale.
Reserves of the Demerged Company and Transferee
Company
There is no utilisation of any reserves in the
Demerged Company or Transferee Company, hence,
the details asked are not applicable.
5. Built up for reserves viz. Capital Reserve, Capital Redemption Yes - Exhibit-4A to
Reserve, Securities premium, certi�ied by CA. Exhibit-4C
6. Nature of reserves viz. Capital Reserve, Capital Redemption Yes - Exhibit-4A to
Reserve, whether they are notional and/or unrealized, certi�ied Exhibit-4C
by CA.
7. The built up of the accumulated losses over the years, certi�ied Yes - Exhibit-4A to
by CA. Exhibit-4C
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8. Relevant sections of Companies Act, 2013 and applicable Indian Yes We are enclosing herewith certi�icate of a Chartered Exhibit-5
Accounting Standards and Accounting treatment, certi�ied by Accountant certifying relevant provisions of the
CA. Companies Act, 2013 and applicable Indian
Accounting Standards pertaining to the accounting
treatment for the Scheme, along with certi�icate of
statutory auditor of respective company certifying
the accounting treatment provided in the Scheme.
9. Details of shareholding of companies involved in the scheme at Yes Pursuant to Scheme, GTLD undertaking is Exhibit-6
each stage, in case of composite scheme. transferred by the Company to the Resulting
Company by way of demerger; and Project
Management undertaking is transferred by the
Company to the Transferee Company by way of
slump sale. We would like to submit that there are
only two stages in the Scheme, one is pre-scheme
shareholding pattern and secondly post-scheme
pattern. We have already shared the same along
with the Scheme to both the stock exchanges.
However, we are again enclosing the same for
immediate reference.
10. Whether the Board of unlisted company has taken the decision No None of the companies involved in the Scheme are -
regarding issuance of Bonus shares. If yes provide the details issuing bonus shares pursuant to Scheme, and
thereof. If not, provide the reasons thereof. accordingly, the asked details are not applicable.
11. List of comparable companies considered for comparable Yes The Registered Valuer has not adopted the -
companies’ multiple method. Comparable Companies’ Multiple Method for
valuation of any of the Company or undertaking and
hence, the details asked are not applicable.
12. Share Capital built-up in case of scheme of arrangement Yes We are enclosing the details of built-up of share Exhibit-7A,
involving unlisted entity/entities, certi�ied by CA. capital as certi�ied by a Chartered Accountant for all Exhibit-7B and
the three companies involved in the Scheme. Exhibit-7C
13. Any action taken/pending by Govt./Regulatory body/Agency No No action is taken / pending by government / -
against all the entities involved in the scheme. regulatory body / agency against any of the entities
involved in the Scheme.
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14. Comparison of revenue and net worth of demerged undertaking Yes The same is already covered in Exhibit-2 (refer -
with the total revenue and net worth of the listed entity in last point no. 3) enclosed hereinabove.
three �inancial years.
15. Detailed rationale for arriving at the swap ratio for issuance of Yes We have already submitted Valuation Report as well Exhibit-8
shares as proposed in the draft scheme of arrangement by the as Certi�icate of the Registered Valuer providing
Board of Directors of the listed company. detailed rationale for arriving swap ratio for
issuance of shares before NSE. We are again
enclosing herewith for immediate reference.
16. In case of Demerger, basis for division of assets and liabilities Yes The assets and liabilities belonging to the GTLD -
between divisions of Demerged entity. undertaking basis the business operations of the
GTLD undertaking are allocated to the same and
transferred by way of demerger. The certi�icate of a
Chartered Accountant enclosed vide Exhibit-2
(refer point no. 2) above covers the certi�ication of
assets and liabilities of the GTLD undertaking
transferred by way of demerger as on 31 [st] March,
2023.
17. How the scheme will be bene�icial to public shareholders of the Yes - Exhibit-9
Listed entity and details of change in value of public
shareholders pre and post scheme of arrangement.
18. Tax/other liability/bene�it arising to the entities involved in the Not No tax or any other bene�it is arising to any of the -
scheme, if any. Applicable entities involved in the Scheme, and hence, the
details asked are not applicable.
19. Comments on the Accounting treatment speci�ied in the scheme Yes We would like to submit that the accounting Exhibit-9A
to conform whether it is in compliance with the Accounting treatment speci�ied in the Scheme is in compliance
Standards/Indian Accounting Standards. with accounting standards as certi�ied by the
statutory auditor of the respective company.
20. Revenue, PAT and EBIDTA (in value and percentage terms) Yes The Registered Valuer has not adopted the any -
details of entities involved in the scheme for all the number of method requiring consideration of revenue, PAT or
years considered for valuation. Reasons justifying the EBITDA and hence, the details asked are not
EBIDTA/PAT margin considered in the valuation report. applicable.
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21. Con�irmation from valuer that the valuation done in the scheme is in accordance with applicable valuation standards. Yes The Registered Valuer has mentioned in its Valuation Report that the valuation is done as per applicable accounting standards. We are enclosing copy of Valuation Report for immediate reference. Exhibit-10	21. Con�irmation from valuer that the valuation done in the scheme is in accordance with applicable valuation standards. Yes The Registered Valuer has mentioned in its Valuation Report that the valuation is done as per applicable accounting standards. We are enclosing copy of Valuation Report for immediate reference. Exhibit-10	21. Con�irmation from valuer that the valuation done in the scheme is in accordance with applicable valuation standards. Yes The Registered Valuer has mentioned in its Valuation Report that the valuation is done as per applicable accounting standards. We are enclosing copy of Valuation Report for immediate reference. Exhibit-10	21. Con�irmation from valuer that the valuation done in the scheme is in accordance with applicable valuation standards. Yes The Registered Valuer has mentioned in its Valuation Report that the valuation is done as per applicable accounting standards. We are enclosing copy of Valuation Report for immediate reference. Exhibit-10	21. Con�irmation from valuer that the valuation done in the scheme is in accordance with applicable valuation standards. Yes The Registered Valuer has mentioned in its Valuation Report that the valuation is done as per applicable accounting standards. We are enclosing copy of Valuation Report for immediate reference. Exhibit-10
22. Con�irmation from Company that the scheme follows the applicable securities laws. Yes - Exhibit-11
23.	Con�irmation that the arrangement proposed in the scheme is yet to be executed.	Yes	-	Exhibit-12

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----- Start of picture text -----

Sr. Particulars Yes / No / Remarks Exhibit
No. Not (Document
Applicable Provided)
1. Apportionment of losses of the listed company among the Not The Company is not apportioning any Exhibit-1
companies involved in the scheme Applicable losses to Resulting Company or Transferee
Company. We have submitted details of
net-worth of the GTLD Undertaking and
Project Management Undertaking of the
Company (duly certi�ied by a Chartered
Accountant), on perusal of which your
goodself would �ind that there is positive
net-worth in the GTLD Undertaking and
Project Management Undertaking of the
Company, which are transferred to the
Resulting Company and Transferee
Company respectively. Accordingly, as
there is no loss in any of the undertakings,
the Company is not apportioning any loss.
2. Details of assets, liabilities, revenue and net worth of the Yes - Exhibit-2
companies involved in the scheme, both pre and post scheme of
arrangement, along with a write up on the history of the
demerged undertaking/Transferor Company certi�ied by
Chartered Accountant (CA).
3. Any type of arrangement or agreement between the demerged No - -
company/resulting company/merged/amalgamated company/
creditors / shareholders / promoters / directors/etc., which may
have any implications on the scheme of arrangement as well as
on the shareholders of listed entity.
----- End of picture text -----

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4. Reasons along with relevant provisions of Companies Act, 2013 Yes Reserves of the Company Exhibit-3A
or applicable laws for proposed utilization of reserves viz. In case of demerger, the Resulting to Exhibit-
Capital Reserve, Capital Redemption Reserve, Securities Company is issuing equity shares to the 3C
premium, as a free reserve, certi�ied by CA. shareholders of the Company as a
consideration for transfer of GTLD
undertakings. The Company is not
receiving any consideration on account of
demerger. Accordingly, the Company is
utilizing its reserves pursuant to such
demerger.
Further, in case of slump sale of Project
Management undertaking by the Company
to the Transferee Company, the Transferee
Company is issuing equity shares
equivalent to the book net-worth of the
Project Management undertaking to the
Company. Accordingly, no impact is
required to be given in reserves of the
Company in case of slump sale.
Reserves of the Demerged Company and
Transferee Company
There is no utilisation of any reserves in
the Demerged Company or Transferee
Company, hence, the details asked are not
applicable.
5. Built up for reserves viz. Capital Reserve, Capital Redemption Yes - Exhibit-4A
Reserve, Securities premium, certi�ied by CA. to Exhibit-
4C
6. Nature of reserves viz. Capital Reserve, Capital Redemption Yes - Exhibit-4A
Reserve, whether they are notional and/or unrealized, certi�ied to Exhibit-
by CA. 4C
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7. The built up of the accumulated losses over the years, certi�ied Yes - Exhibit-4A
by CA. to Exhibit-
4C
8. Relevant sections of Companies Act, 2013 and applicable Indian Yes We are enclosing herewith certi�icate of a Exhibit-5
Accounting Standards and Accounting treatment, certi�ied by CA. Chartered Accountant certifying relevant
provisions of the Companies Act, 2013 and
applicable Indian Accounting Standards
pertaining to the accounting treatment for
the Scheme, along with certi�icate of
statutory auditor of respective company
certifying the accounting treatment
provided in the Scheme.
9. Details of shareholding of companies involved in the scheme at Yes Pursuant to Scheme, GTLD undertaking is Exhibit-6
each stage, in case of composite scheme. transferred by the Company to the
Resulting Company by way of demerger;
and Project Management undertaking is
transferred by the Company to the
Transferee Company by way of slump sale.
We would like to submit that there are only
two stages in the Scheme, one is pre-
scheme shareholding pattern and
secondly post-scheme pattern. We have
already shared the same along with the
Scheme to both the stock exchanges.
However, we are again enclosing the same
for immediate reference.
10. Whether the Board of unlisted company has taken the decision No None of the companies involved in the -
regarding issuance of Bonus shares. If yes provide the details Scheme are issuing bonus shares pursuant
thereof. If not, provide the reasons thereof. to Scheme, and accordingly, the asked
details are not applicable.
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11.	List of comparable companies considered for comparable companies’ multiple method.	Yes	The Registered Valuer has not adopted the Comparable Companies’ Multiple Method for valuation of any of the Company or undertaking and hence, the details asked are not applicable.	-
12.	Share Capital built-up in case of scheme of arrangement involving unlisted entity/entities, certi�ied by CA.	Yes	We are enclosing the details of built-up of share capital as certi�ied by a Chartered Accountant for all the three companies involved in the Scheme.	Exhibit-7A, Exhibit-7B and Exhibit-7C
13.	Any action taken/pending by Govt./Regulatory body/Agency against all the entities involved in the scheme.	No	No action is taken / pending by government / regulatory body / agency against any of the entities involved in the Scheme.	-
14.	Comparison of revenue and net worth of demerged undertaking with the total revenue and net worth of the listed entity in last three �inancial years.	Yes	The same is already covered in Exhibit-2 (refer point no. 3) enclosed hereinabove.	-
15.	Detailed rationale for arriving at the swap ratio for issuance of shares as proposed in the draft scheme of arrangement by the Board of Directors of the listed company.	Yes	We have already submitted Valuation Report as well as Certi�icate of the Registered Valuer providing detailed rationale for arriving swap ratio for issuance of shares before NSE. We are again enclosing herewith for immediate reference.	Exhibit-8
16.	In case of Demerger, basis for division of assets and liabilities between divisions of Demerged entity.	Yes	The assets and liabilities belonging to the GTLD undertaking basis the business operations of the GTLD undertaking are allocated to the same and transferred by way of demerger. The certi�icate of a Chartered Accountant enclosed vide Exhibit-2 (refer point no. 2) above covers the certi�ication of assets and liabilities of the GTLD undertaking transferred by way of demerger as on 31stMarch, 2023.	-

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17. How the scheme will be bene�icial to public shareholders of the Yes - Exhibit-9
Listed entity and details of change in value of public
shareholders pre and post scheme of arrangement.
18. Tax/other liability/bene�it arising to the entities involved in the Not No tax or any other bene�it is arising to any -
scheme, if any. Applicable of the entities involved in the Scheme, and
hence, the details asked are not applicable.
19. Revenue, PAT and EBIDTA (in value and percentage terms) Yes The Registered Valuer has not adopted the -
details of entities involved in the scheme for all the number of any method requiring consideration of
years considered for valuation. Reasons justifying the revenue, PAT or EBITDA and hence, the
EBIDTA/PAT margin considered in the valuation report. details asked are not applicable.
20. Con�irmation from valuer that the valuation done in the scheme Yes The Registered Valuer has mentioned in its Exhibit-10
is in accordance with applicable valuation standards. Valuation Report that the valuation is done
as per applicable accounting standards.
We are enclosing copy of Valuation Report
for immediate reference.
21. Con�irmation from Company that the scheme follows the Yes - Exhibit-11
applicable securities laws.
22. Con�irmation that the arrangement proposed in the scheme is Yes - Exhibit-12
yet to be executed.
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Exhibit-1

Phooe: + 91 .267142 Erm1n : c.a patel.mehta@gmaU.com Website : patetmehta.rom

PATEL&: MEHTA Chortered Accountants

Cerlloate for turover and proftability of Global Top Lvl Dom.aln (GTLD) .Undertakng and other undertakings of Intbeam Aenues Lim.ited

the basis of audited a ounts and other documents produced before us, we hereby certify that the following:

Amount (Rs. in crore)

I	Parcwn OLD Underg {emergd **Undekn�} **	Flnnci Year 2021-22 2022-23	Net- worh 2.25 2.02	%to tot 0.08% 0.07%	Tuovet 1.66 **1.95 **	%to total 0.14% 0.11°/o	Poft afer Ta (0.43) (0.23}	%to total
	Other Undeng	2021-22 21750.35 99.92% 1,165.82 99.86% 70.29 100.62"% i ---.--- ---.--. --+-----t -� 2022-23 2,957.39 99.93% 1,785.34 99.89% 135.72 100.17%
	ToW	2021·22 **2022 . 23 **	2,752.60 2,959.41	100.000/ 100.00%	1,787.29	100.00%	69.86 135.49	100.00o 100.00

For, PATEL & MEHTA ountants Chartered Ac

Date : 21/08/2023

CA Snehal Thakkar Partner Membership No. 118 491 VDilf : 23l 18491BGQEVB337-8

Place : .Ahmedabad

HudOffice: 201/202. Nathwan Chambem, Sardargunj. Anand • 386 001, Gujarat. Nm: +91 94264 00100 �; ,..g1 98984 84240 Efflt/ti .: ca.patet.mehta@.gn\al1�com

Karamsad: Kautilya, 2nd Floor,\ Anand * Sojltra Road, Karamsad � 388 325, Anand .. Gujarat. (9 : · +91 2692 222080 I +91 98255 85845 Emaft : moptn.ptitef@gmall.ootn

Attm.dabad 701, 1th Floor, YashAqua, VIJay Char Rasta, Navrangpu , Ahmtldabad • 09, GuJaral Sm.hat : +9i 98l� 7&494 E-mail: conehalthakkar@gmaU.oom

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Annexure-19

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To,

The Board of Directors, Infibeam Avenues Limited

28[th] Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar, Gujarat – 382355, India

Dear Sir/ Madam,

Sub: Certificate on adequacy and accuracy of disclosure of information pertaining to the unlisted Company i.e. Odigma Consultancy Solutions Limited (“Resulting Company” or "Odigma” or “the Company”), in the format prescribed for abridged prospectus as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI Circular no. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 and SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/00094 dated June 21, 2023 as amended from time to time, to the extent applicable, for the purpose of Composite Scheme of Arrangement amongst Infibeam Avenues Limited (“Demerged Company” or “Transferor Company” or “Infibeam”), Odigma Consultancy Solutions Limited (“Resulting Company”) and Infibeam Projects Management Private Limited (“Transferee Company”) and their respective shareholders and creditors under Sections 230 to 232 and Section 66 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (collectively the “Act”) and all other applicable acts, rules and regulations, (hereinafter referred to as the “Scheme”).

We, Kunvarji Finstock Private Limited (“KFPL”, “Kunvarji”, “We” or “us”), a Category I Merchant Banker registered with SEBI, having registration no. MB/INM000012564 have been appointed by Board of Directors (“Board”) of Infibeam Avenues Limited (CIN L64203GJ2010PLC061366) for the purpose of certifying the adequacy and accuracy of disclosure of information pertaining to the unlisted Company, Odigma Consultancy Solutions Limited (CIN: U72900GJ2011PLC131548) in the format prescribed for abridged prospectus as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, involved in the proposed Composite Scheme of Arrangement amongst Infibeam Avenues Limited (“Demerged Company” or “Transferor Company” ), Odigma Consultancy Solutions Limited (“Resulting Company” ) and Infibeam Projects Management Private Limited (“Transferee Company” ) and their respective shareholders and creditors under Sections 230 to 232 and Section 66 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (collectively the “Act” ) and all other applicable acts, rules and regulations, (hereinafter referred to as the “Scheme” ).

Scope and Purpose of the Certificate

As required under SEBI Master Circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 ("SEBI Circular”) inter alia prescribed that the listed entity in the present case Infibeam Avenues Limited (CIN L64203GJ2010PLC061366) shall include the applicable information pertaining to the

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unlisted entity involved in the Scheme, in the present case being Odigma Consultancy Solutions Limited (CIN: U72900GJ2011PLC131548) , in the format specified for Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") , in the explanatory statement or notice or proposal accompanying resolution to be passed, will be sent to the shareholders while seeking approval of the Scheme. SEBI Circulars further prescribe that the accuracy and adequacy of such disclosures shall be certified by a SEBI Registered Merchant Banker after following the due diligence process.

This certificate is being issued in compliance of above mentioned requirement under the SEBI Circular.

This certificate is restricted to meet the above-mentioned purpose only and may not be used for any other purpose whatsoever or to meet the requirement of any other laws, rules, regulations and statutes.

1. Certification:

We state and confirm as follows:

• 1) We have examined various documents and other materials made available to us by the management of Infibeam and Odigma in connection with finalization of disclosure document containing information in the format prescribed for abridged prospectus (“ Disclosure Document ”) dated 30th April, 2024, pertaining to Odigma , which will be circulated to the shareholders and creditors of Infibeam at the time of seeking their consent to the Composite Scheme of Arrangement of Infibeam and Odigma as a part of explanatory statement to the notice.

• 2) Based on the information, documents, confirmation, representation, undertakings and certificates provided to us by Infibeam and Odigma and as well discussions with their management, Directors and officers, we confirm that, the information contained in the Disclosure Document of Odigma is adequate and accurate in the terms of the SEBI Circulars read with Part E of Schedule VI of the SEBI ICDR Regulations.

2. Disclaimer:

Our scope of work did not include the following:-

• An audit of the financial statements of Odigma .

• Carrying out a market survey / financial feasibility for the Business of Odigma .

• Financial and Legal due diligence of Odigma .

It may be noted that in carrying out our work, we have relied on the integrity of the information provided to us for the purpose, and other than reviewing the consistency of such information, we have not sought to carry out an independent verification, thereof we assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided by the management of Infibeam and Odigma .

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We do not assume any obligation to update, revise or reaffirm this certificate because of events or transactions occurring subsequent to the date of this certificate.

We understand that the management of Infibeam and Odigma , during our discussions with them, would have drawn our attention to all such information and matters which may have an impact on our Certificate.

The fee for our services is not contingent upon the result of the Scheme.

The management of Infibeam and Odigma or their related parties are prohibited from using this opinion other than for its sole limited purpose and not to make a copy of this certificate available to any party other than those required by statute for carrying out the limited purpose of this certificate.

Our certificate is not, nor should it be constructed as our opinion or certification of the compliance of the Composite Scheme of Arrangement with the provision of any law including Companies Act, taxation laws, capital market laws and related laws.

We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders/investors should buy, sell or hold any stake in the Company or any of its related parties (holding companies/subsidiaries/associates etc.)

In no event, KFPL, its Directors and employees will be liable to any party for any indirect, incidental, consequential, special or exemplary damages (even if such party has been advised of the possibility of such damages) arising from any provision of this opinion.

Yours faithfully,

For, Kunvarji Finstock Private Limited

Satish Virjibhai Digitally signed by Satish Virjibhai Bhanushali Bhanushali Date: 2024.05.01 12:42:56 +05'30'

_____ Satish Bhanushali Compliance Officer

Date: 01/05/2024 Place: Mumbai

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Annexure-20

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To,

The Board of Directors, Infibeam Avenues Limited

28[th] Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar, Gujarat – 382355, India

Dear Sir/ Madam,

Sub: Certificate on adequacy and accuracy of disclosure of information pertaining to the unlisted Company i.e. Infibeam Projects Management Private Limited (“Transferee Company” or "IPMPL” or “the Company”), in the format prescribed for abridged prospectus as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI Circular no. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 04, 2022 and SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/00094 dated June 21, 2023 as amended from time to time, to the extent applicable, for the purpose of Composite Scheme of Arrangement amongst Infibeam Avenues Limited (“Demerged Company” or “Transferor Company” or “Infibeam”), Odigma Consultancy Solutions Limited (“Resulting Company”) and Infibeam Projects Management Private Limited (“Transferee Company”) and their respective shareholders and creditors under Sections 230 to 232 and Section 66 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (collectively the “Act”) and all other applicable acts, rules and regulations, (hereinafter referred to as the “Scheme”).

We, Kunvarji Finstock Private Limited (“KFPL”, “Kunvarji”, “We” or “us”), a Category I Merchant Banker registered with SEBI, having registration no. MB/INM000012564 have been appointed by Board of Directors (“Board”) of Infibeam Avenues Limited (CIN L64203GJ2010PLC061366) for the purpose of certifying the adequacy and accuracy of disclosure of information pertaining to the unlisted Company, Infibeam Projects Management Private Limited (CIN: U70109GJ2022PTC129384) in the format prescribed for abridged prospectus as specified in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, involved in the proposed Composite Scheme of Arrangement amongst Infibeam Avenues Limited (“Demerged Company” or “Transferor Company” ), Odigma Consultancy Solutions Limited (“Resulting Company” ) and Infibeam Projects Management Private Limited (“Transferee Company” ) and their respective shareholders and creditors under Sections 230 to 232 and Section 66 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (collectively the “Act” ) and all other applicable acts, rules and regulations, (hereinafter referred to as the “Scheme” ).

Scope and Purpose of the Certificate

As required under SEBI Master Circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 ("SEBI Circular”) inter alia prescribed that the listed entity in the present case Infibeam Avenues Limited (CIN L64203GJ2010PLC061366) shall include the applicable information pertaining to the

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Page 757

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unlisted entity involved in the Scheme, in the present case being Infibeam Projects Management Private Limited (CIN: U70109GJ2022PTC129384) , in the format specified for Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") , in the explanatory statement or notice or proposal accompanying resolution to be passed, will be sent to the shareholders while seeking approval of the Scheme. SEBI Circulars further prescribe that the accuracy and adequacy of such disclosures shall be certified by a SEBI Registered Merchant Banker after following the due diligence process.

This certificate is being issued in compliance of above mentioned requirement under the SEBI Circular.

This certificate is restricted to meet the above-mentioned purpose only and may not be used for any other purpose whatsoever or to meet the requirement of any other laws, rules, regulations and statutes.

1. Certification:

We state and confirm as follows:

• 1) We have examined various documents and other materials made available to us by the management of Infibeam and IPMPL in connection with finalization of disclosure document containing information in the format prescribed for abridged prospectus (“ Disclosure Document ”) dated 30th April, 2024, pertaining to IPMPL , which will be circulated to the shareholders and creditors of Infibeam at the time of seeking their consent to the Composite Scheme of Arrangement of Infibeam and IPMPL as a part of explanatory statement to the notice.

• 2) Based on the information, documents, confirmation, representation, undertakings and certificates provided to us by Infibeam and IPMPL and as well discussions with their management, Directors and officers, we confirm that, the information contained in the Disclosure Document of IPMPL is adequate and accurate in the terms of the SEBI Circulars read with Part E of Schedule VI of the SEBI ICDR Regulations.

2. Disclaimer:

Our scope of work did not include the following:-

• An audit of the financial statements of IPMPL .

• Carrying out a market survey / financial feasibility for the Business of IPMPL .

• Financial and Legal due diligence of IPMPL .

It may be noted that in carrying out our work, we have relied on the integrity of the information provided to us for the purpose, and other than reviewing the consistency of such information, we have not sought to carry out an independent verification, thereof we assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided by the management of Infibeam and IPMPL .

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We do not assume any obligation to update, revise or reaffirm this certificate because of events or transactions occurring subsequent to the date of this certificate.

We understand that the management of Infibeam and IPMPL , during our discussions with them, would have drawn our attention to all such information and matters which may have an impact on our Certificate.

The fee for our services is not contingent upon the result of the Scheme.

The management of Infibeam and IPMPL or their related parties are prohibited from using this opinion other than for its sole limited purpose and not to make a copy of this certificate available to any party other than those required by statute for carrying out the limited purpose of this certificate.

Our certificate is not, nor should it be constructed as our opinion or certification of the compliance of the Composite Scheme of Arrangement with the provision of any law including Companies Act, taxation laws, capital market laws and related laws.

We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders/investors should buy, sell or hold any stake in the Company or any of its related parties (holding companies/subsidiaries/associates etc.)

In no event, KFPL, its Directors and employees will be liable to any party for any indirect, incidental, consequential, special or exemplary damages (even if such party has been advised of the possibility of such damages) arising from any provision of this opinion.

Yours faithfully,

For, Kunvarji Finstock Private Limited

Satish Virjibhai Digitally signed by Satish Virjibhai Bhanushali Bhanushali Date: 2024.05.01 12:44:42 +05'30' _____ Satish Bhanushali Compliance Officer

Date: 01/05/2024 Place: Mumbai

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