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InfoBeans Technologies Limited AGM Information 2025

Jul 11, 2025

61086_rns_2025-07-11_0154664b-50f0-47dd-84f5-022a2c7cec76.pdf

AGM Information

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11[th] July, 2025

To,

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The Listing and Compliance Department,
National Stock Exchange of India Limited
Exchange Plaza, 5th Floor,
Plot No. C/1, G block,
Bandra Kurla Complex,
Bandra East, Mumbai – 400051
Script Code: SM – INFOBEAN
The Manager,
Listing Dept.
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai-400001
MH- IN
SYMBOL: INFOBEAN
Scrip Code: 543644

Sub: Notice of 15[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. Friday, 11[th] July 2025, soft copy of the Notice of the 15[th ] Annual General Meeting for the F.Y. 2024-25 through electronic means to those members who have registered their email addresses.

Accordingly, please find enclosed herewith the Notice of 15[th] Annual General Meeting of the Company, scheduled to be held on Monday, 04[th] August 2025, 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:

Particulars Details
Time & Date of AGM Monday, 04th August 2025 at
04: 00p.m.
Mode Video-conferencing and other
audio-visual means
Helpline number for VC participation [email protected]
or call 1800225533.
Cut-off date for e-voting & declaration of
dividend
25thJuly, 2025
E-votingstart time and date 31stJuly,2025(9:00 a.m. IST)
E-votingend time and date 03rdAugust,2025(5:00p.m. IST)

We kindly request you to take the same on record.

Yours Sincerely,

For InfoBeans Technologies Limited

Surbhi Digitally signed by Surbhi Jain Jain Date: 2025.07.11 21:06:53 +05'30' Surbhi Jain Company Secretary and Compliance Officer

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INFOBEANS TECHNOLOGIES LIMITED | NOTICE 2024-25

1

Notice

Notice is hereby given that the 15[th] Annual General Meeting (AGM) of the Members of InfoBeans Technologies Ltd will be held on 04[th] August 2025, Monday at 04:00 p.m. (IST) through Video Conferencing/Other Audio Visual Means (VC) to transact the following business.

ORDINARY BUSINESS

Item No. 01 - Adoption of Financial Statements

to consider, and adopt

  • a) the Audited Standalone Financial Statements of the Company for the financial year ended 31 March 2025 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 31 March 2025 together with the Report of the Auditors thereon.

Item No. 02 - Re-appointment of Mr. Mitesh

Bohra (DIN: 01548292) as a Director

To appoint a director in place of Mr. Mitesh Bohra (DIN: 01548292), who retires by rotation and being eligible seek re-appointment.

To consider and if thought fit, to pass the following resolution as an ordinary resolution:

RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the approval of members of the Company, be and is hereby accorded to reappoint Mr. Mitesh Bohra as a director, who is liable to retire by rotation

Item No. 03 - Declaration of Dividend

To declare a final dividend at the rate of Re. 1 (One) per equity share capital of the Company for the year ended 31 March 2025.

Item No. 04 - Appointment of M/s M Maheshwari & Associates, Company Secretaries as Secretarial Auditor of the Company

To consider and if thought fit, to pass the following resolution as an ordinary resolution:

RESOLVED THAT pursuant to the provisions of Sections 179 and 204 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendations of the Audit Committee and the Board of Directors, the approval of the members be and is hereby accorded for the appointment of M/s M Maheshwari & Associates , Company Secretaries (Firm registration no: U.C.N.12001MP213000, as Secretarial Auditors of the Company for a term of five consecutive years, commencing from Financial Year 2025-26 till Financial Year 2029-30 at such remuneration and on such terms and conditions as may be determined by the Board of Directors (including its committees thereof), and to avail any other services, certificates, or reports as may be permissible under applicable laws.

RESOLVED FURTHER THAT The Board of Directors of the Company, (including its committees thereof), be and is hereby authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms or submission of documents with any authority or accepting any modifications to the clauses as required by such authorities, for the purpose of giving effect to this resolution and for matters connected therewith, or incidental thereto.

InfoBeans Technologies Ltd

CIN: L72200MP2011PLC025622 Crystal IT Park, STP-I 2[nd] Floor, Ring Road, Indore-452 001 Telephone: 0731- 7162102; [email protected]

By order of the Board For InfoBeans Technologies Ltd

Sd/-

Date: 09[th] July 2025 Place: Indore

Surbhi Jain Company Secretary & Compliance Officer Membership No. A32127

INFOBEANS TECHNOLOGIES LIMITED | NOTICE 2024-25

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Notes

  1. Pursuant to the General Circular No. 09/2024 dated 19 September 2024, issued by the Ministry of Corporate Affairs (MCA) and Circular SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2024/133 dated 03 October 2024 issued by SEBI (hereinafter collectively referred to as “the Circulars”), companies are allowed to hold AGM through VC, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC.

  2. 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 the AGM is being held through VC, the facility for the appointment of proxies by the members will not be available.

  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 [email protected]

  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. 04[th] August 2025. Members seeking to inspect such documents can send an email to [email protected]

  6. Members whose shareholding is in electronic mode are requested to notify any change in address or bank account details of their respective depository participant(s) (DP).

  7. Members may note that the Board, at its meeting held on May 02, 2025, has recommended a dividend of Re. 1 (Rs. one) per share i.e. 10% of the face value of Rs. 10/- each, per equity share of the Company. The record date for the purpose of final dividend for fiscal year ended on 31 March 2025 is 25[th] July 2025 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.

  1. As per the In-principle approval given by the NSE for the ESOP Scheme 2022, one observation was raised by the Stock Exchange, stating that the Company has not mentioned anything related to the Lock-in period and Buy-Back in the Explanatory Statement of the Postal Ballot Notice issued for the approval of the shareholders of the Company (for approving the scheme) and asked the Company to take the same point as Notes in the next Annual General Meeting. In order to take the note of the same we would like to mention that the Explanatory Statement dated 27 April 2022 should be read with these two additional points given below.

Lock-in: The Shares issued upon Exercise of Options shall be freely transferable and will not be subject to any lock - in period after such exercise provided, however that the Shares allotted on such Exercise cannot be sold for such period from the date of allotment in terms of Code of Conduct for Prevention of Insider Trading of the Company read with Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended or replaced from time to time or such other period as may be stipulated from time to time in terms of Company’s Insider Trading Code of Conduct.

Terms & conditions for buyback, if any, of specified securities covered under these regulations Buy Back: The Shares issued upon Exercise of Options shall be treated as same as the existing listed equity shares in the market, hence this will not be applicable.

  1. 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 01 April 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.

INFOBEANS TECHNOLOGIES LIMITED | NOTICE 2024-25

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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;

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) 2025-26 does not exceed Rs. 10,000; 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.

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 nonresident 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 2025-26. 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, if all the details required in this form are not mentioned in the TRC; Form 10F can be obtained electronically through the e-filing portal of the income tax website at https://www. incometax.gov.in/iec/foportal

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).

B. 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

  • d) Self-declaration by the non-resident shareholder for FY 2024-25.

  • e) Self-declaration of beneficial ownership by the nonresident shareholder

  • f) Any other documents as prescribed under the IT Act for lower withholding of taxes, if applicable, duly attested by the shareholders.

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 25[th] July 2025. 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.

INFOBEANS TECHNOLOGIES LIMITED | NOTICE 2024-25

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

Resident Shareholders (Non-Individuals)

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

Non – Resident shareholders

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

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

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 nonfilers 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 01 July 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%.

  • ‘Specified person’ means a person who has:

  • 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 Rs. 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 2024-25. In such cases, TDS will be deductible as per the rates stated in the certificate.

  • 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 www.in.mpms.mufg.com or send the scanned copies of the documents at the email address [email protected] on or before 05 August 2025 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 05[th] August 2025

INFOBEANS TECHNOLOGIES LIMITED | NOTICE 2024-25

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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 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 MUFG Intime India Private Limited, 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. [email protected] 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 09 December 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. The Board has appointed M. Maheshwari & Associates, Practicing Company Secretaries, as Scrutinizers to scrutinize the e-Voting in a fair and transparent manner.

  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.

  1. 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

  2. Members holding shares either in physical or dematerialized form, as on cut-off date, i.e. as on 25 July 2025 may cast their votes electronically. The e-Voting period commences on Thursday, 31 July 2025 (9:00 a.m. IST) and ends on 03 August 2025 (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 25 July 2025. A person who is not a member as on the cut-off date is requested to treat this Notice for information purposes only.

  3. 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.

  4. Any person holding shares in physical form, and nonindividual 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. 25 July 2025 may obtain the login ID and password by sending a request at helpdesk. [email protected]. 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. 25 July 2025 may follow steps mentioned in the Notice under ‘Instructions for e-Voting.’

  5. In compliance with the Circulars, the Integrated Annual Report 2024-25, the Notice of the 15[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).

  6. 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

INFOBEANS TECHNOLOGIES LIMITED | NOTICE 2024-25

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the Company’s RTA, MUFG Intime India Private Limited (previously known as Link lntime India Pvt. Ltd) at [email protected] to receive copies of the Integrated Annual Report 2024-25 in electronic mode.

  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.

InfoBeans Technologies Ltd

CIN: L72200MP2011PLC025622 Crystal IT Park, STP-I 2[nd] Floor, Ring Road, Indore-452 001 Telephone: 0731- 7162102; [email protected]

Date: 09[th] July 2025 Place: Indore

  1. 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

  2. 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.

By order of the Board For InfoBeans Technologies Ltd

Sd/- Surbhi Jain Company Secretary & Compliance Officer Membership No. A32127

INFOBEANS TECHNOLOGIES LIMITED | NOTICE 2024-25

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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. 02

Item No. 02
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 (excluding InfoBeans Cloudtech Limited (previously known as
foreign companies and Section 8 companies) InfoBeans Cloudtech Pvt Ltd & Eternus Solutions Pvt Ltd)
Memberships/Chairmanships of Committees of other -
public companies (includes only Audit Committee and
Stakeholders’ RelationshipCommittee)
Relationship between Directors, Manager and other Key NA
Managerial Personnel inter-se
Shareholdingin the Company 6.62%
Attendance at Board meetings in FY 2024-25 Present in 04 Board Meetings duringtheyear

Item No. 04

Appointment of M/s M Maheshwari & Associates, Company Secretaries as Secretarial Auditor of the Company

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

The Board of Directors of the Company (‘the Board’), on the recommendation of the Audit Committee (‘the Committee’)/Board of Directors, recommended for the approval of the Members s, the appointment of M/s M Maheshwari & Associates, Company Secretaries as Secretarial Auditor of the Company for a period of five years from the conclusion of this AGM till the conclusion of the 19[th] AGM. The Committee/Board considered various parameters like capability to serve a diverse and complex business landscape as that of the Company, audit experience in the Company’s operating segments, market standing of the firm, clientele served, technical knowledge etc., and found M Maheshwari & Associates to be best suited to handle the scale, diversity and complexity associated with the secretarial compliances & audit of the secretarial compliances of the Company.

M/s. M Maheshwari & Associates, firm of practicing Company Secretaries with over 26 years of experience in delivering comprehensive professional services across Corporate Laws, SEBI Regulations and FEMA Regulations. Their expertise includes conducting Secretarial Audits, Due Diligence Audits, Compliance Audits etc. M/s. M Maheshwari & Associates were appointed as secretarial auditors of the Company for

conducting secretarial audit for past all the financial including 2024-25 and the same is not considered as a term of Appointment of Secretarial Auditor as per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “LODR Regulations”).

In terms of Regulation 24A of LODR Regulations read with SEBI notification dated 12 December 2024, and other applicable provisions, the Company can appoint a peer reviewed firm as secretarial auditors for not more than two (2) terms of five (5) consecutive years. M/s. M Maheshwari & Associates is eligible for appointment for a period of five years and on the basis of recommendations of the Audit Committee, the Board of Directors, at its meeting held on 02[nd] May, 2025 approved the appointment of M Maheshwari & Associates as secretarial auditors of the Company to hold office for a term of five consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30.

The appointment is subject to approval of the shareholders of the Company. M Maheshwari & Associates has given their consent to act as secretarial auditors of the Company and confirmed that their aforesaid appointment (if approved) would be within the limits specified by Institute of Company Secretaries of India. Furthermore, in terms of the amended regulations, M Maheshwari & Associates has provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and hold a valid peer review certificate.

INFOBEANS TECHNOLOGIES LIMITED | NOTICE 2024-25

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The proposed remuneration to be paid to M Maheshwari & Associates for secretarial audit services for the financial year ending 31 March 2026, is mutually decided. Besides the secretarial audit services, the Company may also obtain certifications from M Maheshwari & Associates under various statutory regulations and certifications required by banks, statutory authorities, audit related services and other permissible non-secretarial audit services as required from time to time, for which they will be remunerated separately on mutually agreed terms, as approved by the Board of Directors in consultation with the Audit Committee.

None of the Directors and Key Managerial Personnel of the Company and their respective relatives are concerned or interested, financially or otherwise, in passing the proposed Resolution.

The Board recommends the resolution set forth in item no. 6 for the approval of members.

CDSL E-VOTING SYSTEM – FOR E-VOTING AND JOINING VIRTUAL MEETINGS.

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated 08 April 2020, 13 April 2020 and 05 May 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-Voting as well as the e-Voting system on the date of the EGM/AGM will be provided by CDSL.

  1. 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 atleast 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.

  2. 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.

  3. Pursuant to MCA Circular No. 14/2020 dated April 08 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President

of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-Voting.

  1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated 13 April 2020, the Notice calling the AGM/EGM has been uploaded on the website of the Company at https://infobeans.com/ investors/. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www. bseindia.com and www.nseindia.com respectively. The AGM/EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-Voting system during the AGM/EGM) i.e. www.evotingindia.com.

  2. The AGM/EGM has been convened through VC/ OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated 08 April 2020 and MCA Circular No. 17/2020 dated 13 April 2020 and MCA Circular No. 20/2020 dated 05 May 2020.

  3. In continuation to this Ministry's General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and after due examination, it has been decided to allow companies whose AGMs are due in the Year 2023 or 2024, to conduct their AGMs through VC or OAVM on or before 30 September 2024 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.

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 nonindividual shareholders in demat mode.

  • (i) The voting period begins on 31 July 2025 at 09:00 am and ends on 03 August 2025 at 05:00 pm. 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 25 July 2025 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 09.12.2020, 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’

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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 09 December 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 above said 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 of Login Method Login Method
shareholders
Individual 1) Users who have opted for CDSL Easi/Easiest facility, can login through their existing user
Shareholders holding id and password. Option will be made available to reach e-Voting page without any further
securities in Demat authentication. The users to login to Easi/Easiest are requested to visit cdsl websitewww.
mode withCDSL cdslindia.comand click on login icon & My Easi New (Token) Tab.
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, 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 cdsl website
www.cdslindia.comand click on login & My Easi New (Token) Tab and then click on
registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available onwww.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 able to see the
e-Voting option where the evoting is in progress and also able to directly access the system
of all e-VotingService Providers.
Individual 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website
Shareholders holding of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither
securities in demat
mode withNSDL
on a Personal Computer or on a mobile. Once the home page of e-Services is launched,
click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section.
Depository 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.
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

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

Type of Login Method shareholders

  • 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.

  • 4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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 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.

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

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


related to login through Depository

i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL helpdesk
in Demat mode withCDSL by sending a request [email protected] or contact at
toll free no. 1800 21 09911
Individual Shareholders holding securities Members facing any technical issue in login can contact NSDL helpdesk
in Demat mode withNSDL by sending a request [email protected] call at: 022
- 4886 7000 and 022 - 2499 7000

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

  • (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.

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

verification code and click on Forgot Password & enter the details as prompted by the system.

  • (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.

  • (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 [email protected].

  • 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.relation@infobeans. com (designated email address by Company), if they have voted from individual tab & not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

  • (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image

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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 Wi-Fi 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 atleast 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 investor.relatiosn@infobeans. com. 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.

InfoBeans Technologies Ltd

CIN: L72200MP2011PLC025622 Crystal IT Park, STP-I 2[nd] Floor, Ring Road, Indore-452 001 Telephone: 0731- 7162102; [email protected]

  1. 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.

  2. 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 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 [email protected] or contact at toll free no. 1800 21 09911

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 21 09911.

By order of the Board For InfoBeans Technologies Ltd

Sd/- Surbhi Jain Company Secretary & Compliance Officer Membership No. A32127

Date: 09[th] July 2025 Place: Indore