InfoBeans Technologies Limited — Board/Management Information 2019

Sep 24, 2019

Regd. Office : Crystal IT Park, STP-I, 2nd Floor, Ring Road, Indore - 452 001 (M.P.) India T: +91 731 6702000

PUNE:

Unit 101-C, Level 1, Delta -1, Giga Space IT Park, Viman Nagar, Pune - 411014 (M.H.), India T: +91 20 67211838

Date: 24/09/2019

To, National Stock Exchange of India Limited Listing Department Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

SYMBOL : INFOBEAN

Subject-Outcome of the Board Meeting held on 24th September, 2019

With reference to above mentioned subject we would like to inform you that a meeting of the Board of Directors of InfoBeans Technologies Ltd was held on the 24th September, 2019 at the 01st Floor, Crystal IT Park, Bhavarkua Road, Indore (M.P.)-452001 of the company commenced at 09:00 A.M. and concluded at 09:30 a.m. among others the following businesses as specified below were transacted at the Meeting:-

• $\triangleright$ Considered and approved the proposal to invest in InfoBeans Inc (USA), a Wholly Owned Subsidiary of the company by way of subscription/purchase of its shares, for funding acquisition of 100% shares of "Philosophie Group, Inc"
• $\triangleright$ Considered and approved to provide guarantee to shareholders of Philosphie Group, Inc for the full payment due towards acquisition of its equity by InfoBeans Inc as per the terms of share purchase agreement
• Considered and approved the appointment of M/s NPM & Associates, Chartered Accountant as the GST Auditor of the company.

You are requested to please take the same in your record.

For InfoBeans Technologies Limited

$n n q$ INDORE Surbhi Jain Company Secretary and Compliance Officer

InfoBeans Technologies Limited (Formerly known as InfoBeans Systems India Private Limited)

CIN: L72200MP2011PLC025622

Brief about the Investment Details:

Sr. No.	Particulars	Details
01	Name of the Ultimate Target Entity	Name: Philosophie Group, IncLocated: Santa Monica, CA, (U.S.A)
02	Whether the acquisition would fall within relatedtransaction(s)andwhetherpartythepromoter/promoters group/ subsidiary have anyinterest in the entity being acquired? If yes, nature ofInterest and details thereof and whether the same isdone at "arm's length"	Neither the acquisition doesn't fallrelated party category nor do thePromoter / Promoters group /Subsidiary have any interest in theentity being acquired.The acquisition is being madethroughitswholly-ownedsubsidiary - InfoBeans, Inc.
03	Objects and effects of acquisition (including but notlimited to, disclosure of reasons for acquisition oftarget entity, if its business is outside the main lineof business of the listed entity.	This acquisition is aligned withourstrategy to expandthebusiness across the US market inIT Industry; the investment wouldhelp the company to consolidatethe further presence in the USMarket.
04	Nature of Agreement Executed	Shareholders Agreement
05	Investment to be made via.	InfoBeans Inc.
06	Industry to which the target entity belongs;	IT Industry
07	Brief details of any government approvalsOr Regulatory approvals required for acquisition	Investment in subsidiary shall begoverned by RBI regulations
08	Indicative time period for completion of theacquisition	Two - Three Years
09	Cost of acquisition or the price at which the shares ofInfoBeans Inc will be acquired	$100 per share at face value
10	Nature of consideration	Cash
11	Significant terms of Agreement	Share Purchase Agreement dated24th September 2019 between thecompany, InfoBeans IncandPhilosophie Group Inc
12	Percentage of shareholding/control acquired/and ornumber of shares acquired;	The acquisition is made in theform of step down subsidiary.100%shareholdingsharesisacquired though WOS.
13	Brief background about the entity acquired in termsof products/line of business acquired, date ofincorporation, country in which the acquired entityhas presence and any other significant information(in brief).	Philosophie Group Inc., specializedin IT service and head quarteredin Santa Monica, CA was founded2008.Itinhasspecialization/experience in UserExperienceDesign, InnovationConsulting,Web Development,MobileDevelopment,LeanStartup, Ruby on Rails, AgileDevelopment, Lean UX, and DesignThinking