InfoBeans Technologies Limited — AGM Information 2023

Jul 6, 2023

06[th] July, 2023

To,

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The Listing and Compliance Department, The Manager,
National Stock Exchange of India Limited Listing Dept.
Exchange Plaza, 5 [th] Floor, BSE Limited
Plot No. C/1, G block, Phiroze Jeejeebhoy Towers,
Bandra Kurla Complex, Dalal Street,
Bandra East, Mumbai – 400051 Mumbai-400001
Script Code: SM – INFOBEAN MH- IN
SYMBOL: INFOBEAN
Scrip Code: 543644
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Sub: Notice of 13[th] Annual General Meeting & Book Closure, Remote E-Voting & E-voting details of Annual General Meeting and Record Date

Dear Sir/ Ma’am,

Pursuant to applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has sent today, i.e. Thursday, 6th July 2023, soft copy of the Notice of the 13[th ] Annual General Meeting for the F.Y. 2022-23 through electronic means to those members who have registered their email addresses.

Accordingly, please find enclosed herewith the Notice of 13[th] Annual General Meeting of the Company, scheduled to be held on Friday, 28[th] July, 2023 at 04.00 P.M. (IST).

The same has also being uploaded on the website of the company at https://www.infobeans.com/investors/

Information at glance:

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Particulars Details
Time & Date of AGM Friday, 28 [th] July 2023
Mode Video-conferencing and other
audio-visual means
Helpline number for VC participation helpdesk.evoting@cdslindia.com
or call 1800225533.
Cut-off date for e-voting & declaration of dividend 21 [st] July, 2023
E-voting start time and date 25 [th] July, 2023 (9:00 a.m. IST)
E-voting end time and date 27 [th] July, 2023(5:00 P.M. IST)
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We kindly request you to take the same on record.

Yours Sincerely,

For InfoBeans Technologies Limited

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Surbhi Jain

Company Secretary and Compliance Officer

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Notice

Notice is hereby given that the 13[th] Annual General Meeting (AGM) of the Members of InfoBeans Technologies Ltd will be held on Friday July 28, 2023 at 04:00 p.m. through Video Conferencing/Other Audio Visual Means (VC) to transact following business.

ORDINARY BUSINESS

Item No. 01- Adoption of Financial Statements

To receive, consider and adopt.

• a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023 together with the Reports of the Board of Directors and Auditors thereon and

• b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 together with the Report of the Auditors thereon.

Item No. 02- Re-appointment of Mr. Mitesh Bohra (DIN: 01567885) as a Director.

To appoint a director in place of Mr. Mitesh Bohra (DIN: 01567885), who retires by rotation and being eligible seek re-appointment.

Item No. 03- Declaration of Dividend.

To declare a dividend of ₹ 1 (One) per Equity Share of the face value of ₹ 10/-each (10%) of the company for the financial year ended March 31, 2023.

SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolution as a Special Resolution:

Resolved That pursuant to Sections 149, 152 and 161 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, read with Schedule IV of the Act and Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee, and that of the Board, Mrs. Mayuri Mukherjee (DIN: 10117888), be and is hereby appointed as an independent director, not liable to retire by rotation, for a term of five years with effect from April 28, 2023 up to April 28, 2028.

Resolved Further That Mr. Avinash Sethi, Director (DIN: 01548292) and Mr. Siddharth Sethi (DIN: 01548305), Directors of the Company be and are hereby jointly and/or severally authorized to do all such acts, deeds, matters and things which may be necessary for appointment of Mrs. Mayuri Mukherjee (DIN: 10117888) as an Independent Director of the Company.

Item No. 04- Appointment of Mrs. Mayuri Mukherjee (DIN: 10117888) as an Independent Director.

InfoBeans Technologies Ltd CIN: L72200MP2011PLC025622 Crystal IT Park, STP-I 2[nd] Floor, Ring Road, Indore-452 001 Telephone: 0731-7162102; Investor.relations@infobeans.com

By order of the Board For InfoBeans Technologies Ltd

Sd/- Surbhi Jain Company Secretary & Compliance Officer

Place: Indore

Date: July 05, 2023

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Notes:

1. The Ministry of Corporate Affairs (MCA) interalia vide its General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, followed by General Circular Nos. 20/2020 dated May 5, 2020, and subsequent circulars issued in this regard, the latest being 10/2022 dated December 28, 2022 (collectively referred to as MCA Circulars) has permitted the holding of the Annual General Meeting through Video Conferencing (VC) or through other audiovisual means (OAVM), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (the Act), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and MCA Circulars, the 13[th] Annual General Meeting (Meeting or AGM) of the Company is being held through VC/OAVM.

2. Pursuant to the provisions of the act, a member entitled to attend and vote at the agm 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 agm is being held pursuant to the mca circulars through vc or oavm, the requirement of physical attendance of members has been dispensed with. Accordingly, in terms of the mca circulars, the facility for appointment of proxies by the members will not be available for this agm and hence the proxy form, attendance slip and route map of agm are not annexed to this notice.

3. Participation of members through VC will be reckoned for the purpose of quorum for the AGM as per Section 103 of the Act.

4. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC. Corporate members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution/ authorization letter to the Scrutinizer by email to investor.relations@infobeans.com.

5. During the AGM, Members may access the electronic copy of the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. July 28, 2023. Members seeking to inspect such documents can send an email to investor.relations@infobeans.com.

6. Members whose shareholding is in electronic mode are requested to notify any change

in address or bank account details to their respective depository participant(s) (DP).

1. Members may note that the Board, at its meeting held on May 12, 2023, has recommended a dividend of ₹ 1 (₹ one) per share i.e. 10% of the face value of ₹ 10/-each, per equity share of the company. The record date for the purpose of final dividend for fiscal 2023 is July 21, 2023. The final dividend, once approved by the members in the ensuing AGM, will be paid post AGM, electronically through various online transfer modes to those members who have updated their bank account details. For the members who are unable to receive the dividend directly in their bank accounts through Electronic Clearing Service or any other means, due to nonregistration of the Electronic Bank Mandate, the Company shall dispatch the dividend warrant/ Bankers’ cheque/demand draft to them to their registered addresses. To avoid delay in receiving dividend, members are requested to update their KYC with their depositories (where shares are held in dematerialized mode) and with the Company’s Registrar and Transfer Agent (RTA) (where shares are held in physical mode) to receive dividend directly into their bank account on the payout date.

2. Members may note that the Income-tax Act, 1961, (the IT Act) as amended by the Finance Act, 2020, mandates that dividend paid or distributed by a company on or after April 1, 2020 shall be taxable in the hands of members. The Company shall therefore be required to deduct tax at source (TDS) at the time of making the payment of final dividend. To enable us to determine the appropriate TDS rate as applicable, members are requested to submit relevant documents, as specified in the below paragraphs, in accordance with the provisions of the IT Act

A. FOR RESIDENT SHAREHOLDERS:

Taxes shall be deducted at source under Section 194 of the Act at 10% on the amount of dividend, where shareholders have registered their Permanent Account Number (PAN) with Depositories (for shares held in demat form) or with the Company/Link Intime India Private Limited, the Registrar & Transfer Agent of the Company (RTA) (for shares held in physical form). Kindly note that the tax shall be deducted at the rate of 20% in the following cases:

• the Shareholders do not have PAN or have not registered their valid PAN as mentioned above;

• the Shareholders have not linked their Aadhaar with their PAN within prescribed timeline rendering the PAN as invalid;

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A Self-Declaration has to be submitted to avoid deduction of tax at higher rate of 20%.

i. Resident Individuals:

• No tax shall be deducted on the dividend payable to a resident individual if:

• a) Total dividend amount to be received by them during the Financial Year (FY) 202223 does not exceed ₹ 5,000; or

• b) The Shareholder provides duly filled Form 15G (applicable to individual)/Form 15H (applicable to an Individual above the age of 60 years), provided that all the required eligibility conditions are met and the form is complete in all the aspects. Formats of Form 15G and 15H are enclosed herewith. Please note that PAN is mandatory for providing 15G/15H forms.

ii. Resident Non-Individuals:

No tax shall be deducted on the dividend payable to the resident non-individuals viz. Mutual Fund, Insurance Company, Alternate Investment Fund (AIF) Category I and II, Government (Central/State Government) etc., where they provide the details and documents as per Annexure-1 (Self-Declaration).

a. FOR NON-RESIDENT SHAREHOLDERS:

• i. Foreign Portfolio Investor (FPI)/Foreign Institutional Investor (FII) category Shareholders , taxes shall be deducted at source under Section 196D of the Act, at 20% on the amount of dividend payable. Taxes may be deducted as per beneficial rate of the relevant Double Tax Avoidance Agreement (Treaty) between India and the country of tax residence of the FPI/FII, as per Section 90(2) of the Act, subject to conditions, if any mentioned in the SEBI Registration Certificate as FII/FPI and related documents as prescribed from Serial number 1 to 4 under the Para For Other Non-Resident Shareholders mentioned below.

• ii. For other Non-Resident Shareholders , taxes are required to be deducted in accordance with the provisions of

Section 195 of the Act, at the rates in force. Accordingly, as per the current prevailing provisions, the tax shall be deducted at the rate of 20% on the amount of dividend payable. However, as per Section 90(2) of the Act, the nonresident shareholder has the option to be governed by the provisions of the Double Tax Avoidance Agreement (Tax Treaty) between India and the country of tax residence of the shareholder, if they are more beneficial to them. For this purpose, i.e. to avail a lower rate of deduction of tax at source under an applicable Tax Treaty, such non-resident shareholders will have to provide the following:

• a) Self-attested copy of the PAN allotted by the Indian Income Tax authorities;

• b) Self-attested copy of Tax Residency Certificate (TRC) obtained from the tax authorities of the country of which the shareholder is resident for FY 2022-23. In case, the TRC is furnished in a language other than English, the said TRC would have to be translated from such other language to English language and thereafter duly notarized and apostilled copy of the TRC would have to be provided.

• c) Self-declaration in Form 10F (attached herewith) for FY 2022-23 if all the details required in this form are not mentioned in the TRC;

• d) Self-declaration in Annexure-2 (attached herewith) by the nonresident shareholder for FY 2022-23.

In order to enable us to determine the appropriate tax rate at which tax has to be deducted at source under the respective provisions of the Act, we request you to provide the above-mentioned details and documents as applicable to you on or before Saturday, July 29, 2023. The final dividend will be paid after deduction of tax at source as determined on the basis of the aforementioned documents provided by the respective shareholders as applicable to them and being found satisfactory.

The rate at which taxes are to be deducted at source based on the category of shareholders are mentioned hereunder:

Shareholder Category	Rate of TDS
Resident Shareholders(Individuals)
ShareholdersprovidingForm 15G/15H	NIL
If Dividend income < ₹ 5,000	NIL
If Dividend income > ₹ 5,000	-10%in case where PAN is provided/available
	-20%, in other cases where PAN is not
	provided/not available

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Resident Shareholders (Non-Individuals)

Mutual Fund, Insurance Company, Alternate Investment Fund (AIF) Category I and II, Government (Central/State Government) etc.,

NIL

Non-Resident shareholders

Non-Resident Shareholders (Including investments made under FPI/FII route)

Notes:

• i. All the above referred tax rates shall be duly enhanced by the applicable surcharge and cess.

• ii. Individual shareholders are requested to ensure Aadhaar number is linked with PAN, as per the timelines prescribed. In case of failure of linking Aadhaar with PAN within the prescribed timelines, PAN shall be considered inoperative and, in such scenario, tax shall be deducted at higher rate of 20%. In case, your PAN and Aadhaar are not linked, you may click on the weblink to link your PAN with Aadhaar: https:// eportal.incometax.gov.in/iec/foservices/#/ pre-login/bl-link-aadhaar

• iii. TDS to be deducted at higher rate in case of non-filers of Return of Income (Section 206AB):

• The Finance Act, 2021, has inter alia introduced special provisions vide Sections 206AB of the Act, which would be effective from July 1, 2021. Accordingly, tax at higher of the following rates would be deducted from the amount paid/ credited to ‘specified person’:

• (a) At twice the rate specified in the relevant provision of the Act; or

• (b) At twice the rate or rates in force; or

• (c) At the rate of 5%.

means a person who has: ‘Specified person’

• not filed the returns of income for both of the two assessment years immediately prior to the previous year in which tax is required to be deducted, for which the time limit of filing return of income under Section139(1) has expired and

• subjected to tax deduction/collection at source in aggregate amounting to ₹ 50,000 or more in each of such two immediate previous years.

• A Non-Resident who does not have a permanent establishment in India is excluded from the scope of a specified person.

• iv. Shareholders may provide Nil/lower withholding tax certificate issued by the Income Tax department under Section 197 of the Act and valid for FY 2022-23. In such cases, TDS will be deductible as per the rates stated in the certificate.

20% or lower rate as mentioned in Tax Treaty, if the applicable details/documents are satisfactorily provided as aforementioned

• v. In terms of Rule 37BA of Income Tax Rules 1962, if dividend income on which tax has been deducted at source is assessable in the hands of a person other than the deductee, then such deductee should file declaration with Company in the manner prescribed by the Rules. No declaration will be accepted after Company has filed its TDS return in accordance with due date prescribed by law.

• vi. Please also note that in case the Shareholder has multiple accounts under different category/ status, then the higher rate of tax as applicable to the category/status shall be considered on his entire holding in different accounts.

Kindly note that the aforementioned documents are required to be submitted to our RTA at its dedicated web link at https:// - web.linkintime.co.in/formsreg/submission - - - of form 15g 15h.html or send the scanned copies of the documents at the email address rnt.helpdesk@linkintime.co.in on or before Saturday, July 29, 2023 5:00 p.m. (IST) in order to enable the Company to determine and deduct appropriate TDS/withholding tax rate applicable. Kindly note that incomplete and/or unsigned forms, declarations and documents will not be considered by the Company for granting any exemption.

No communication on the tax determination/ deduction in respect of the final dividend shall be considered/entertained post Saturday, July 29, 2023 5:00 p.m. (IST) . It may be further noted that in case the tax on said final dividend is deducted at a higher rate in the absence of receipt of the aforementioned details/ documents from you, there would still be an option available with you to file the return of income with the Tax Authorities and claim an appropriate refund, if eligible.

No claim shall lie against the Company for such taxes deducted. The tax credit can also be viewed in Form 26AS by logging in with your credentials (with valid PAN) at TRACES https://www.tdscpc.gov.in/ app/login.xhtml or the e-filing website of the Income Tax department of India at https://www.incometax.gov.in/iec/foportal.

1. Members are requested to address all correspondence, including dividend-related matters, to Link lntime India Pvt. Ltd, RTA, Unit: InfoBeans Technologies Ltd, C 101, 247 Park, L B S Marg, Vikhroli (West), Mumbai, 400083.

2. Members wishing to claim dividends that remain unclaimed are requested to correspond with the RTA as mentioned above, or with the Company Secretary, at the Company’s registered office or at investor. relations@infobeans.com. Members are requested to note that dividends that are not claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account, will be transferred to the Investor Education and Protection Fund (IEPF). Shares on which dividend remains unclaimed for seven consecutive years shall be transferred to IEPF as per Section 124 of the Act, read with applicable IEPF rules.

3. In compliance with Section 108 of the Act, read with the corresponding rules, Regulation 44 of the LODR Regulations and in terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, the Company has provided a facility to its members to exercise their votes electronically through the electronic voting (e-voting) facility provided by the Central Depository Services (India) Limited . Members who have cast their votes by remote e-voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The manner of voting remotely by members holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the ‘Instructions for e-voting’ section which forms part of this Notice. M/s. M. Maheshwari & Associates, Practicing Company Secretary (Membership No. FCS-5174 & CP No.3860) has been appointed as the Scrutinizer by the Board for providing a facility to the Members of the Company to scrutinize the remote e-Voting process before the AGM as well as remote e-Voting during the AGM fairly and transparentl.

4. The Members can join the EGM/AGM in the VC/ OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to at least 1000 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 EGM/AGM without restriction on account of first come first served basis.

5. The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

6. Members holding shares either in physical or dematerialized form, as on cut-off date,

i.e. as on July 21, 2023, may cast their votes electronically. The e-voting period commences on Tuesday, July 25, 2023 (9:00 a.m. IST) and 5 ends on Thursday, July 27, 2023 (5:00 p.m. IST). The e-voting module will be disabled by CDSL thereafter. A member will not be allowed to vote again on any resolution on which vote has already been cast. The voting rights of members shall be proportionate to their share of the paid-up equity share capital of the Company as on the cut-off date, i.e. as on July 21, 2023. A person who is not a member as on the cut-off date is requested to treat this Notice for information purposes only.

1. The facility for voting during the AGM will also be made available. Members present in the AGM through VC and who 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 the e-voting system during the AGM.

2. Any person holding shares in physical form, and non-individual shareholders who acquire shares of the Company and become members of the Company after the Notice is sent and holding shares as of the cut-off date, i.e. July 21, 2023, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with CDSL for remote e-voting, then he/she can use his/her existing user ID and password for casting the vote. In case of individual shareholders holding securities in demat mode, who acquire shares of the Company and become members of the Company after the Notice is sent and holding shares as of the cut-off date i.e. July 21, 2023, may follow steps mentioned in the Notice under ‘Instructions for e-voting’.

3. In compliance with the Circulars, the Integrated Annual Report 2022-23, the Notice of the 13[th] AGM, and instructions for e-voting are being sent through electronic mode to those members whose email addresses are registered with the Company/depository participant(s).

4. We urge members to support our commitment to environmental protection by choosing to receive the Company’s communication through email. Members holding shares in demat mode, who have not registered their email addresses are requested to register their email addresses with their respective DP, and members holding shares in physical mode are requested to update their email addresses with the Company’s RTA, Link lntime India Pvt. Ltd at rnt.helpdesk@linkintime.co.in to receive copies of the Integrated Annual Report 2022-23 in electronic mode.

5. Members may also note that the Notice of the 13[th] AGM and the Integrated Annual Report 2022-23 will also be available on the Company’s website, https://www.infobeans.com/investors/, websites of the stock exchange, NSE, at www. nseindia.com, respectively, and on the website of CDSL.

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1. SEBI has mandated the submission of PAN by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their depository participant(s). Members holding shares in physical form are required to submit their PAN details to the RTA.

2. The Scrutinizer will submit his report to the Chairman of the Company (the Chairman) or to any other person authorized by the Chairman after the completion of the scrutiny of the e-voting (votes cast during the AGM and votes cast through remote e-voting), not later than 48 hours from the conclusion of the AGM. The result declared along with the Scrutinizer’s report shall be communicated to the stock exchanges, CDSL and RTA, and will also be displayed on the Company’s website, www.infobeans.com.

3. Since the AGM will be held through VC in accordance with the Circulars, the route map, proxy form and attendance slip are not attached to this Notice.

InfoBeans Technologies Ltd By order of the Board CIN: L72200MP2011PLC025622 For InfoBeans Technologies Ltd Crystal IT Park, STP-I 2[nd] Floor, Ring Road, Indore-452 001 Telephone: 0731-7162102; Sd/Investor.relations@infobeans.com Surbhi Jain Company Secretary & Compliance Officer

Place: Indore

Date: July 05, 2023

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Annexure to the Notice

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Item No. 04- Appointment of Mrs. Mayuri Mukherjee (DIN: 10117888) as an Independent Director

To consider and if thought fit, to pass following resolution as a Special Resolution:

To bring more experience on the Board, your Board had appointed Mrs. Mayuri Mukherjee (DIN: 10117888) as an Additional Director (Category-Independent Director).

The Nomination and Remuneration Committee of the Board of Directors, has recommended the appointment of Mrs. Mayuri Mukherjee (DIN: 10117888) as an Independent Director for a term of 5(five) consecutive years on the Board of the Company.

The Board, as per the recommendation of the Nomination and Remuneration Committee, considers that, given her background and vast experience, her association would be very beneficial to the Company and it is desirable to appoint her as an Independent Director. Mrs. Mayuri has also submitted her Consent letter to the Board.

Mrs. Mayuri Mukherjee (DIN: 10117888) was appointed as an Additional Independent Director of the Company in the Board Meeting held on the April 28, 2023 pursuant to vacancy created on the Board of Directors of the Company subject to the approval of shareholders at the ensuing Annual General

Meeting (‘AGM’) of the Company to be held on July 14, 2023 for a tenure of 05 years.

Mrs. Mayuri Mukherjee, a senior leader with 20+ years of experience in business strategy, brand management, global marketing and innovation experience in the BFSI space, is the new Independent Director on the company’s board. She is based in California, USA and heads Marketing at LT Foods Americas.

In her previous role she was the business head for $ 300m nutrition business of Nestle, South Asia. She has extensive global brand and strategy experience, having led marketing and innovation for a $ 1.5b nutrition brand for Nestle. She was responsible for defining global brand purpose, strategy and acting as a global brand custodian. She was also a part of the Global Marketing Councils for Nestle and was awarded the Global CEO Gold Award for Innovation & Business Impact for value creation.

She has done her post-grad from IIM Ahmedabad and carries an under-grad in Business Management from DAVV, Indore. We are thrilled to welcome Mrs. Mayuri Mukherjee to our team and look forward to her contributions to our company’s futures.

None of the Directors/Key Managerial Personnel or their relatives except Mrs. Mayuri Mukherjee is concerned or interested financially or otherwise is in the said Resolution.

Disclosure relating to a Director seeking re-appointment as mentioned pursuant to the provisions of the Act and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’) and applicable Secretarial Standards:

Sr. No.	Name	Mayuri Mukherjee
01	DIN	10117888
02	Date of Birth	13/12/1978
03	Date of appointment	28/04/2023
04	Qualifcation	Post-Graduation from IIM Ahmedabad
05	Directorships held in other public companies (excluding	-
	foreign companies and Section 8 companies)
06	Memberships/Chairmanships of Committees of other	-
	public companies (includes only Audit Committee and
	Stakeholders’ RelationshipCommittee

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07 Relationship between Directors, Manager and other - Key Managerial Personnel inter-se - 08 Shareholding of the Company

InfoBeans Technologies Ltd

By order of the Board For InfoBeans Technologies Ltd

CIN: L72200MP2011PLC025622 For InfoBeans Technologies Ltd Crystal IT Park, STP-I 2[nd] Floor, Ring Road, Indore-452 001 Telephone: 0731-7162102; Sd/Investor.relations@infobeans.com Surbhi Jain Company Secretary & Compliance Officer

Place: Indore Date: July 05, 2023

Additional information on directors recommended for appointment/reappointment as required under Regulation 36 of the LODR Regulations and applicable Secretarial Standards.

Name of Director	Mitesh Bohra
DIN	01567885
Date of Birth	28/11/1975
Date of First Appointment	16/04/2011
Qualifcation	Engineering degree in Electronics & dual MBA degrees from Columbia Business School, New York
	and Haas School of Business
Expertise in specifc area	Strongstrategy, sales andprocess background
Directorships held in other public companies	InfoBeans Cloudtech Limited (previously known as
(excluding foreign companies and Section	InfoBeans Cloudtech Pvt Ltd & Eternus Solutions
8 companies	Pvt Ltd)
Memberships/Chairmanships of Committees	Nil
of other public companies (includes
only Audit Committee and Stakeholder’s
Relationship Committee)
Relationship between Directors, Manager and	Nil
other Key Managerial Personnel inter-se
Shareholding in the Company	20.67%
Attendance at Board meetings in FY 2022-23	Present in 04 Board Meetings out of 5 held during
	theyear

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THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) The voting period begins on July 25, 2023 at 09:00 a.m. and ends on July 27, 2023 at 05:00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of July 21, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 , under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/websites of Depositories/Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to 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 in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

• Type Login Method of shareholders Individual 1) Users who have opted for CDSL Easi/Easiest facility, can login through their Shareholders existing user id and password. Option will be made available to reach e-Voting holding securities page without any further authentication. The URL for users to login to Easi/Easiest in Demat are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com mode with and click on Login icon and select New System Myeasi. CDSL Depository 2) After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly.

• 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

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• 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia. com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin 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 able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

• Individual 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services Shareholders website of NSDL. Open web browser by typing the following URL: https:// holding securities eservices.nsdl.com either on a Personal Computer or on a mobile. Once the in demat home page of e-Services is launched, click on the Beneficial Owner icon under mode with Login which is available under ‘IDeAS’ section. A new screen will open. You will NSDL Depository 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.

• 2) 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

• 3) 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 You can also login using the login credentials of your demat account through Shareholders your Depository Participant registered with NSDL/CDSL for e-Voting facility. After (holding securities Successful login, you will be able to see e-Voting option. Once you click on e-Voting in demat mode) option, you will be redirected to NSDL/CDSL Depository site after successful login through authentication, wherein you can see e-Voting feature. Click on company name their Depository or e-Voting service provider name and you will be redirected to e-Voting service Participants (DP) provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual	Members facing any technical issue in login can contact CDSL helpdesk by sending
Shareholders	a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22
holding securities	55 33
in Demat mode
withCDSL
Individual	Members facing any technical issue in login can contact NSDL helpdesk by sending
Shareholders	a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22
holding securities	44 30
in Demat mode
withNSDL

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

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• (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.

PAN

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Shareholders who have not updated their PAN with the Company/ Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.

Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) Details OR Date of as recorded in your demat account or in the company records in order Birth (DOB) to login.

• If both the details are not recorded with the depository or company, please enter the member id/folio number in the Dividend Bank details field.

• (vi) After entering these details appropriately, click on SUBMIT tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN for the relevant on which you choose to vote.

• (x) On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option

YES/NO for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on Click here to print option on the Voting page.

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

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• (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xvii) Additional Facility for Non-Individual Shareholders and Custodians -For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www. evotingindia.com and register themselves in the Corporates module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; investor.relations@ infobeans.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM/EGM is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.

4. Shareholders are encouraged to join the Meeting through Laptops/IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable WiFi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 07 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 07 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the AGM/EGM through VC/OAVM 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 system available during the EGM/AGM.

10. If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/ OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders-please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders-Please update your email id & mobile no. with your respective Depository Participant (DP).

3. For Individual Demat shareholders-Please update your email id & mobile no. with your

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respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

InfoBeans Technologies Ltd

CIN: L72200MP2011PLC025622 Crystal IT Park, STP-I 2[nd] Floor, Ring Road, Indore-452 001 Telephone: 0731-7162102; Investor.relations@infobeans.com

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai-400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free no. 1800 22 55 33.

By order of the Board For InfoBeans Technologies Ltd

Sd/- Surbhi Jain Company Secretary & Compliance Officer

Place: Indore

Date: July 05, 2023