ANNUAL REPORT

ANNUAL REPORT 2015-2016 INTELENET BUSINESS SERVICES LIMITED

Annual Report 2015-2016 Who we are: We are the leading provider of Business Process Outsourcing Services to customers in India. We provided integrated services Invoice and back office functions. We employ over 4505 employees across India and we speak 15 languages of India. Services we offer: Business Process Outsourcing Contact Centre Customer Service Sales Collections Transaction Processing Application processing Rule set processing Underwriting & Invoice processing Customer account Creation & Maintenance Complaint Handling Accounting Services Accounts payable Accounts receivables Inventory management Reconciliation Payment Processing E-Services Chat Support E-mail services SMS Services Payment Gateway Integration Technology Application & Infrastructure Legacy re-platform User Interfaces Application Development Application maintenance Infrastructure Enterprise Solutions CRM Web - enabling Predictive modelling Business intelligence and warehousing Customer Analytics Support Services Testing Reporting services Inventory Management System integration Consulting Process Consulting Process mapping & documentation Capacity modelling Transaction Quality monitoring & improvement Benchmarking Process reengineering Business Analytics LEAN & six-sigma Project Consulting Outsourcing model assessment Cost modelling Location selection & attractiveness Service Levels & Contracting Operations design Transition planning

Annual Report 2015-2016 CORPORATE INFORMATION BOARD OF DIRECTORS Mr. Sachin Raje (DIN: 05187220) Mr. Abhay Telang (DIN: 05318809) Mr. Nitin Sahni (DIN: 00317173) Ms. Bina Shetty (DIN: 06634003) COMPANY SECRETARY Mr. Vishal Chhabra REGISTERED OFFICE Intelenet Towers, Plot CST No. 1406-A/28, Mindspace, Malad (W), Mumbai 400 090 CIN: U72900MH2005PLC157255 Tel: (91-22) 6677 6000 Fax: (91-22) 6677 8210 Website: www.intelenetglobal.com EMAIL:complianceofficer@inetelenet global.com CORPORATE OFFICE NESCO Compound, Gate #3,Hall # 4, Opp. Mahananda Dairy,Western Express Highway, Mumbai 400 063 INDEX REGISTRAR & SHARE TRANSFER AGENT Bigshare Services Private Limited E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai 400 072. Tel.: 022-40430200 Fax : 022-28475207 Email : investor@bigshareonline.com BANKERS ICICI Bank HDFC Bank Citi Bank HSBC Bank Yes Bank Barclays Bank FORWARD LOOKING STATEMENT: Statements in this Report, particularly those which relate to describing Company s objectives, plans, projections, estimates and expectations may constitute forward- looking statements within the meaning of applicable laws and regulation. Actual Results may differ materially from those either expressed or implied. Contents Corporate Information Notice of AGM Board s Report Auditor s Report Balance Sheet Profit and Loss Account Cash Flow Statement Notes to Accounts Page No. 1 2 13 29 35 36 37 38 1

Annual Report 2015-16 NOTICE Notice is hereby given that the Eleventh Annual General Meeting of the Members of Intelenet Business Services Limited will be held on Friday, 30 th September, 2016 at 9.30 a.m. at Intelenet Business Services Limited, Hall #4, Unit 2, NESCO Complex, Western Express Highway, Goregaon (East), Mumbai 400 063 to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited Financial Statements comprising of the statement of Profit and Loss for the year ended March 31, 2016, the Balance Sheet as at that date and the reports of the Directors and the auditors thereon. 2. To appoint a Director in place of Mr. Sachin Raje, who retires by rotation and being eligible offers himself for reappointment. 3. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION. RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment of M/s. Deloitte Haskins and Sells, Baroda, Chartered Accountants (Registration Number: 117364W), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the fourteenth Annual General Meeting of the Company to be held in the year 2019 at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors. SPECIAL BUSINESS 4. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION. RESOLVED THAT Ms. Bina Shetty (DIN 06634003) who was appointed as an Additional Director of the company by the Board of Directors on 13 th October 2015 and who holds office upto the date of this Annual General Meeting in accordance with the Section 161(1) of the Companies Act, 2013 ( the Act ) but who is eligible for appointment and in respect of whom the Company has received a notice in writing under section 160(1) of the Act from a member proposing her candidature for the office of Director, be and is hereby appointed as the Director of the Company. 5. To consider, and if thought fit to pass, with or without modifications, the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of section 181 and other applicable provisions of the Companies Act, 2013, consent of the members of the Company be and is hereby granted to the Board of directors of the Company to contribute to charitable, benevolent, public or general and other funds not directly relating to the business of the company or the welfare of its employees from time to time if the aggregate amount of such contributions in any one financial year exceed five percent (5%) of the Company s average net profits for the three immediately preceding financial years. 6. To consider, and if thought fit to pass, with or without modifications, the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Section 61 and other applicable provisions, if any, of the Companies Act, 2013, the Authorised Share Capital of the Company be and is hereby increased from Rs.125,00,00,000 (Rupees One Hundred and Twenty Five Crores Only) divided into 2,50,00,000 Equity Shares of Rs.10/- each and 10,00,00,000 Preference Shares of Rs. 10/- each to Rs. 438,00,00,000 (Rupees Four Hundred and Thirty Eight Crores Only) divided into 2,50,00,000 Equity Shares of Rs.10/- each and 41,30,00,000 Preference Shares of Rs. 10/- each, by creation of 31,30,00,000 Preference Shares of Rs. 10/- each. RESOLVED FURTHER THAT on the Resolution for alteration of the Capital Clause being duly passed and becoming effective, Clause V of the Memorandum of Association of the Company be deleted and in place thereof the following new Clause be substituted: The Authorised Share Capital of the Company is Rs. 438,00,00,000 (Rupees Four Hundred and Thirty Eight Crores Only) divided into 2,50,00,000 Equity Shares of Rs.10/-, each and 41,30,00,000 Preference Shares of Rs. 10/- each. The Company has power from time to time to increase or reduce its capital and to divide the shares in the capital for the time being into other classes and to attach thereto respectively such preferential, deferred, qualified or other special rights, privileges, conditions or restrictions, as may be determined by or in accordance with the Articles of Associations of the Company and to vary, modify or abrogate in such manner as may for the time being be permitted by the Articles of Association of the Company or the legislative provisions for time being in force in that behalf. 2

Annual Report 2015-2016 7. To consider, and if thought fit to pass, with or without modifications, the following resolution as a Special Resolution: RESOLVED THAT on the Resolution for alteration of the Capital Clause being duly passed and becoming effective, Article 3 (a) of the Articles of Association of the Company be deleted and in place thereof the following new Article 3 (a) be substituted: 3(a) The Authorized Share Capital of the Company shall be such sum as may from time to time be provided in the Memorandum of Association of the Company. 8. To consider, and if thought fit to pass, with or without modifications, the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 42, 55, 62 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force) read with the Rules framed there under, as amended from time to time and the provisions of the Memorandum and Articles of Association of the Company and subject to such other approvals, consents, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any person or authority while granting such approvals, consents, permissions and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the Board which term shall include a duly authorised committee(s) thereof for the time being exercising the powers conferred by the Board including the powers conferred by this Resolution), the consent of the Company be and is hereby accorded to the Board to create, offer, issue and allot 21,30,00,000 non-convertible cumulative redeemable preference shares of the face value of Rs. 10/- (Rupees Ten only) each ( Preference Shares ) for cash at par for an aggregate amount not exceeding Rs. 213,00,00,000, to the shareholder of the Company, Intelenet Global Services Private Limited and/or any of its direct or indirect subsidiaries in one or more tranches on a preferential allotment basis and on such other terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this meeting and that the Board may finalize all matters incidental thereto as it may in its absolute discretion think fit. RESOLVED FURTHER that in accordance with the provisions of Section 55 of the Act and the Companies (Share Capital and Debentures) Rules, 2014, the particulars in respect of Offer are, as under: i. Preference shares shall carry a preferential right vis-à-vis Equity Shares of the Company with respect to payment of dividend or repayment of capital; ii. Preference Shares shall be non-participating in the surplus funds; iii. Preference Shares shall be non-participating in the surplus assets and profits which may remain after the entire capital has been repaid, on winding up of the Company; iv. Holders of preference shares shall be paid dividend on a cumulative basis; v. Preference shares shall not be convertible into equity shares; vi. Preference shares shall carry voting rights as per the provisions of Section 47(2) of the Act; and vii. Preference shares shall be redeemable. RESOLVED FURTHER THAT any Director or Mr. Vishal Chhabra, Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things as are necessary and incidental to, and take all such steps as they may think fit and proper for giving effect to this resolution. 9. To consider, and if thought fit to pass, with or without modifications, the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 42, 55, 62 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force) read with the Rules framed there under, as amended from time to time and the provisions of the Memorandum and Articles of Association of the Company and subject to such other approvals, consents, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any person or authority while granting such approvals, consents, permissions and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the Board which term shall include a duly authorised committee(s) thereof for the time being exercising the powers conferred by the Board including the powers conferred by this Resolution), the consent of the Company be and is hereby accorded to the Board to create, offer, issue and allot 10,00,00,000 nonconvertible cumulative redeemable preference shares of the face value of Rs. 10/- (Rupees Ten only) each ( Preference Shares ) for cash at par for an aggregate amount not exceeding Rs. 100,00,00,000, to the shareholder of the Company, Intelenet Global Services Private Limited and/or any of its direct or indirect subsidiaries in one or more tranches on a preferential allotment basis and on such other terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this meeting and that the Board may finalize all matters incidental thereto as it may in its absolute discretion think fit. RESOLVED FURTHER that in accordance with the provisions of Section 55 of the Act and the Companies (Share Capital and Debentures) Rules, 2014, the particulars in respect of Offer are, as under: i. Preference shares shall carry a preferential right vis-à-vis Equity Shares of the Company with respect to payment of dividend or repayment of capital; ii. iii. Preference Shares shall be non-participating in the surplus funds; Preference Shares shall be non-participating in the surplus assets and profits which may remain after the entire capital has been repaid, on winding up of the Company; 3

Annual Report 2015-16 iv. Holders of preference shares shall be paid dividend on a cumulative basis; v. Preference shares shall not be convertible into equity shares; vi. Preference shares shall carry voting rights as per the provisions of Section 47(2) of the Act; and vii. Preference shares shall be redeemable. RESOLVED FURTHER THAT any Director or Mr. Vishal Chhabra, Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things as are necessary and incidental to, and take all such steps as they may think fit and proper for giving effect to this resolution. By Order of the Board Sd/- Vishal Chhabra Company Secretary Registered Office: Intelenet Towers, Plot CST No. 1406 - A / 28, Mindspace, Malad (West), Mumbai-400090 Place: Mumbai Date: 10 th August 2016 4

Annual Report 2015-2016 NOTES: 1. The Statement setting out material facts pursuant to section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable. 3. The Notice of the AGM along with the Annual Report 2015-16 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. 4. To support the Green Initiative the Members who have not registered their e-mail addresses are requested to register the same with Bigshare Services Private Limited /Depositories. 5. Members may also note that the Notice of the 11th Annual General Meeting and the Annual Report for 2015-2016 will be also available on the Company s Website: www.intelenetglobal.com for download. 6. In terms of the provisions of Section 108 of the Companies Act, 2013 (the Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (hereinafter called "the Rules" for the purpose of this section of the Notice), the Company is providing facility to exercise votes on the items of business given in the Notice through electronic voting system, to members holding shares as on 23 rd September, 2016 being the Cut-off date fixed for determining voting rights of members, entitled to participate in the e-voting process, through electronic voting system of Central Depository Services (India) Limited ( CDSL ) 7. The facility for voting through Ballot shall also be made available at the AGM and Members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right to vote at the meeting. 8. The instructions for shareholders voting electronically are as under: A. The remote e-voting period commences on 27 th September, 2016 (9:00 am) and ends on 29 th September, 2016 (5:00pm). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 23 rd September, 2016, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently. B. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 23 rd September, 2016. C. If a Member casts votes by remote e-voting and at the AGM through Ballot, then vote cast through remote e- voting shall prevail and vote cast through Ballot at the AGM shall be treated as invalid. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again. D. Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at CDSL. However, if you are already registered with CDSL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using Forgot User Details/Password option available on CDSL E. The Company has appointed Mr. Mitesh Dhabliwala (Membership No. 24539, CP No. 9511) or failing him Ms. Sarvari Shah (Membership No. 27572, CP No. 11717) of M/s Parikh & Associates, Practicing Company Secretaries to act as the Scrutinizer for conducting the voting and remote e-voting process in a fair and transparent manner. The Scrutinizer shall after the conclusion of voting at the Annual General Meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the Annual General Meeting, a consolidated Scrutinizer s Report of the total votes cast in favour or against, if any, to the Chairman or person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith. The Results shall be declared after the AGM of the Company. The Results declared along with the Scrutinizer s Report shall be placed on the Company s website www.intelenetglobal.com and on the website of CDSL within two (2) days of passing of the resolutions at the AGM of the Company 5

Annual Report 2015-16 Procedure and instructions for e-voting: i. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue. ii. iii. iv. The shareholders should log on to the e-voting website www.evotingindia.com. Click on Shareholders. 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. Members holding shares in Physical Form should enter Folio Number registered with the Company. v. Next enter the Image Verification as displayed and Click on Login. vi. vii. If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is to be used. If you are a first time user follow the steps given below: PAN Dividend Bank Details OR Date of Birth (DOB) For Members holding shares in Demat Form and Physical Form Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both Demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number (Serial No. on the Address sticker / Postal Ballot Form / Email) in the PAN field. In case the sequence number is less than 8 digits enter the applicable number of 0 s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field. Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as 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 as mentioned in instruction (iv). viii. ix. After entering these details appropriately, click on SUBMIT tab. Members holding shares in physical form will then directly reach the Company selection screen. However, members 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. x. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. xi. xii. xiii. xiv. xv. Click on the EVSN for the relevant <Company Name> on which you choose to vote. 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. Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details. 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. Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote. 6

Annual Report 2015-2016 xvi. xvii. xviii. You can also take a print of the votes cast by clicking on Click here to print option on the Voting page. 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. Note for Non Individual Shareholders and Custodians a. Non-Individual shareholders (i.e. other than Individuals, HUF, and NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates. b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com. c. 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. d. The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote. e. 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. xix. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ( FAQs ) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com. 9. All documents referred to in the notice and explanatory statement are open for inspection at the registered office of the Company during office hours on all days except Saturdays, Sundays and public holidays; between 2.00 p.m. and 5.00 p.m. upto the date of the Annual General Meeting. 10. Members are requested to: a) notify any change in their address to the Registrar and Share Transfer Agent, Bigshare Services Private Limited, E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072, Tel : (91-22) 4043 0200; Fax : (91-22) 2847 5207; Website: www.bigshareonline.com; e-mail: info@bigshareonline.com b) bring the attendance slips along with the copies of the Annual Report to the Meeting. 11. Section 72 of the Companies Act, 2013, provides for nomination by the Shareholders of the Company in the prescribed form. Interested Shareholders may write to the Company / Registrar and Share Transfer Agent for the prescribed form. 7

Annual Report 2015-16 ANNEXURE TO NOTICE Statement setting out material facts pursuant to Section 102 of the Companies Act, 2013 and Secretarial Standard -1 issued by the Institute of Company Secretaries of India forming part of the notice ITEM NO.4 Ms. Bina Shetty (DIN 06634003) was appointed as a Women Director and as an Additional Director of the Company at the Board Meeting held on October 13, 2015. In terms of Section 161(1) of the Companies Act, 2013, she holds office only upto the date of the ensuing Annual General Meeting of the Company but is eligible for appointment as a Director. A notice along with requisite deposit under section 160(1) of the Companies Act, 2013 has been received from a member signifying intention to propose her appointment as a Director. Ms. Bina Shetty (DIN: 06634003), aged 49 years and is qualified as Graduate in Sociology and has experience of 23 years. She was appointed on the Board of the Company with effect from 13 th October 2015. During the year Ms. Bina Shetty attended Three (3) meetings of the Board of Directors of the Company. Other directorship/ committee positions held by Ms. Bina Shetty: Ms Bina Shetty is also a director in Intelenet Foundation India. Ms. Bina Shetty is also a member of following Committee 1. Nomination and Remuneration Committee 2. Audit Committee 3. Stakeholders Relationship Committee She does not hold any equity shares in the Company. Your Directors recommend to appoint Ms. Bina Shetty as a Director of the Company as they feel it will be in the best interest of the Company if appointed. Other than Ms Bina Shetty, none of the other Directors are, in any way, concerned or interested in this resolution. ITEM No.5 The Company is eligible with prior permission of the Company in general meeting as per Section 181 of the Companies Act 2013 to make contributions to charitable, benevolent, public or general and other funds not directly related to the business of the Company or the welfare of its employees from time to time if the aggregate amount of such contributions in any one financial year exceed s five percent (5%) of the Company s average net profits for the three immediately preceding financial years. The Directors recommend the resolution for your approval as an Ordinary Resolution. Except Directors and Key Managerial Personnel s of the Company who are/may be Directors/Shareholder in one or more Persons/bodies corporate described hereinabove, no other Director or Key Managerial Personnel of the Company is concerned or interested in the said resolution. ITEM No.6 To meet the business requirements, the Company is in urgent need of capital infusion, and is therefore proposing to raise further capital. The existing Authorised Capital of the Company is Rs.125,00,00,000 (Rupees One Hundred and Twenty Five Crores Only) divided into 2,50,00,000 Equity Shares of Rs.10/- each and 10,00,00,000 Preference Shares of Rs. 10/- each which would not be sufficient to cover the proposed amount of issue. Hence the board of directors of the Company (Board), vide its resolution dated 10 th August, 2016 has proposed to increase the authorised share capital of the Company as provided in the resolution. The Board therefore seeks approval for the same as required under Section 61 of the Companies Act, 2013. In order to reflect the increased authorised share capital of the Company, and in order to conform to the requirements of the Companies Act, 2013, Clause V of the Memorandum of Association of the Company is also proposed to be amended as contained in the resolution. A copy of the amended Memorandum of Association is open for inspection by the shareholders on any working day. 8

Annual Report 2015-2016 Except Directors and Key Managerial Personnel s of the Company who are/may be Directors/Shareholder in one or more Persons/bodies corporate described hereinabove, no other Director or Key Managerial Personnel of the Company is concerned or interested in the said resolution. ITEM No.7 In order to reflect the increased authorised share capital of the Company, and in order to conform to the requirements of the Companies Act, 2013, Article 3(a) of the Articles of Association of the Company is proposed to be amended and restated. A copy of the amended and restated Articles of Association is open for inspection by the shareholders on any working day. The Board now seeks the approval of shareholders for the special resolution proposed for the same. Except Directors and Key Managerial Personnel s of the Company who are/may be Directors/Shareholder in one or more Persons/bodies corporate described hereinabove, no other Director or Key Managerial Personnel of the Company is concerned or interested in the said resolution. ITEM No.8 To strengthen the capital base of the Company, the Board of Directors of the Company ( the Board ) at their meeting held on 10 th August 2016, pursuant to provisions of Sections 42, 55 and 62 of the Companies Act, 2013, approved of an issue and offer not exceeding 21,30,00,000 8% non-convertible cumulative redeemable preference shares of the face value of Rs. 10/- (Rupees Ten) each aggregating to Rs. 213,00,00,000 ( The Preference Shares ). Section 62 of the Act read with the Companies (Share Capital and Debentures) Rules, 2014, inter alia, provides that whenever it is proposed to increase the subscribed capital of a Company by issue of further shares, such shares may be offered to any persons, whether or not those persons are holders of the equity shares of the Company, if so authorized by way of a Special Resolution. Furthermore, as per Section 42 of the Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, a Company offering or making an invitation to subscribe to securities, including Redeemable Preference Shares on a private placement basis, is required to obtain prior approval of the Members by way of a Special Resolution, for each of the offer and invitation. Statement of disclosures under Rule 9 (3) of the Companies (Share Capital and Debenture) Rules, 2014 is as under: Terms and Conditions of Issue Issue price: The preference share will be issued at face value of Rs 10 per share. Rate of Dividend: The Preference Shares would carry a fixed cumulative preferred dividend of 8% per annum. Cumulative: The preference shares will carry cumulative dividend right. Convertible: The Preference Shares are not eligible for conversion into Equity Shares of the Company. Tenor: The tenor of Preference shares will be Seven (7) years from the date of allotment. Redemption: The Preference Shares shall be redeemable at par at the end of seven years from the date of allotment. Early Redemption: The Preference Shares may be redeemed at any time after one year from the date of allotment and before seven years at the option of the Board of Directors of the Company. Priority with respect to payment of dividend or repayment of capital: The Preference Shares shall rank for capital and dividends (including all dividends undeclared upto the commencement of winding-up) and for repayment of capital in a winding-up), pari passu inter se, and in priority to the Equity Shares of the Company, but shall not confer any further right on the holders thereof to participate in the profits or assets of the Company. Participation in surplus funds: The preference shares shall be non-participating in the surplus funds and profits, on winding up which may remain after the entire capital has been repaid. Voting rights: The preference shares shall carry voting rights as may be prescribed under the provisions of Section 47(2) of the Companies Act, 2013. Information as required under Rule 13 of the Companies (Share Capital & Debentures) Rules, 2014: A. Authorized by Articles of Association: The preferential issue is authorised by the Articles of Association of the Company. B. Objects of the issue: To strengthen the capital base of the Company. C. Total Number of Preference Shares to be issued and Price at which the allotment is proposed to be made: 21,30,00,000 Preference shares shall be issued to Intelenet Global Services Private Limited at its nominal value of Rs.10/- (Rupees Ten) per equity share. D. Basis on which the Price has been arrived at along with report of Registered valuer and the Relevant Date: The Preference shares are to be issued at par. E. Class and Name of persons to whom the allotment is proposed to be made: The allotment is proposed to be made to Intelenet Global Services Private Limited. 9

Annual Report 2015-16 F. Intention of the Promoters/Directors/Key Management Persons to subscribe to the offer: No Director/Key Management Person has any intention to subscribe to the offer in their individual capacity. G. Proposed time within which the allotment shall be completed: The allotment shall be completed within a year from the date of this Annual General Meeting of the Company. H. The change in control, if any, in the Company that would occur consequent to the preferential offer: No change in the control of the Company is intended or expected from the proposed offer. I. The number of persons to whom allotment on preferential basis have already been made during this year, in terms of number of securities as well as price: Nil J. Justification for allotment proposed to made for consideration other than cash together with valuation report of the registered valuer: Not Applicable K. The pre issue and post issue shareholding pattern of the Company is as under: The pre issue and post issue shareholding pattern of Equity shares of the Company is as under: Sr. No. Category Pre Issue Post Issue No. of Shares % of shareholding No. of Shares % of shareholding A Promoter Holding 1. Indian: Individual - - - - Bodies Corporate Intelenet Global Services 15,851,536 98.17 % 15,851,536 98.17 % Private Limited Sub Total 15,851,536 98.17 % 15,851,536 98.17 % 2. Foreign Promoters - - - - Sub Total (A) 15,851,536 98.17 % 15,851,536 98.17 % B Non-Promoter Holding 1. Institutional Investors 5 0.00% 5 0.00 % 2. Non Institutions: Private Corporate Bodies 32,649 0.20 % 32,649 0.20 % Directors and Relatives - - - - Indian Public 2,56,766 1.59 % 2,56,766 1.59 % Others - - - - Clearing Member 33 0.00 % 33 0.00 % Non Resident Indians (NRI) 6,511 0.04 % 6,511 0.04 % Sub Total (B) 2,95,964 1.83 % 2,95,964 1.83 % Total (A+B) 1,61,47,500 100 % 1,61,47,500 100% The pre issue and post issue shareholding pattern of Preference shares of the Company is as under: Sr. No. Category Pre Issue Post Issue No. of Shares % of shareholding No. of Shares % of shareholding A Promoter Holding 1. Indian: Individual - - - - Bodies Corporate Intelenet Global Services 10,00,00,000 100 % 31,30,00,000 100% Private Limited Sub Total 10,00,00,000 100 % 31,30,00,000 100% 2. Foreign Promoters - - - - Sub Total (A) 10,00,00,000 100 % 31,30,00,000 100% B Non-Promoter Holding 1. Institutional Investors - - - 2. Non Institutions: Private Corporate Bodies - - - - Directors and Relatives - - - - 10

Annual Report 2015-2016 Indian Public - - - - Others (including NRIs) - - - - Sub Total (B) - - - - Total (A+B) 10,00,00,000 100 % 31,30,00,000 100% In terms of Rule 9 of Companies (Share Capital and Debentures) Rules, 2014, the consent of the shareholders is required in general meeting for issuance of Preference Shares. The Company proposes to issue the Preference Shares against the amounts outstanding to the Holding Company, Intelenet Global Services Private Limited. Hence, the Directors recommend the resolution for approval of the Shareholders. Except Directors and Key Managerial Personnel s of the Company who are/may be Directors/Shareholder in one or more Persons/bodies corporate described hereinabove, no other Director or Key Managerial Personnel of the Company is concerned or interested in the said resolution. ITEM No. 9 To redeem the existing preference shares issued during the Financial Year 2009-10, 2010-11 and 2011-12 aggregating Rs. 100 Crores, which may fall due for redemption from time to time, the Company proposes to issue 10,00,00,000 8% non-convertible cumulative redeemable preference shares of the face value of Rs. 10/- (Rupees Ten) each aggregating to Rs. 100,00,00,000. Section 62 of the Act read with the Companies (Share Capital and Debentures) Rules, 2014, inter alia, provides that whenever it is proposed to increase the subscribed capital of a Company by issue of further shares, such shares may be offered to any persons, whether or not those persons are holders of the equity shares of the Company, if so authorized by way of a Special Resolution. Furthermore, as per Section 42 of the Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, a Company offering or making an invitation to subscribe to securities, including Redeemable Preference Shares on a private placement basis, is required to obtain prior approval of the Members by way of a Special Resolution, for each of the offer and invitation. Statement of disclosures under Rule 9 (3) of the Companies (Share Capital and Debenture) Rules, 2014 is as under: Terms and Conditions of Issue Issue price: The preference share will be issued at face value of Rs 10 per share. Rate of Dividend: The Preference Shares would carry a fixed cumulative preferred dividend of 8% per annum. Cumulative: The preference shares will carry cumulative dividend right. Convertible: The Preference Shares are not eligible for conversion into Equity Shares of the Company. Tenor: The tenor of Preference shares will be Seven (7) years from the date of allotment. Redemption: The Preference Shares shall be redeemable at par at the end of seven years from the date of allotment. Early Redemption: The Preference Shares may be redeemed at any time after one year from the date of allotment and before seven years at the option of the Board of Directors of the Company. Priority with respect to payment of dividend or repayment of capital: The Preference Shares shall rank for capital and dividends (including all dividends undeclared upto the commencement of winding-up) and for repayment of capital in a winding-up), paripassu inter se, and in priority to the Equity Shares of the Company, but shall not confer any further right on the holders thereof to participate in the profits or assets of the Company. Participation in surplus funds: The preference shares shall be non-participating in the surplus funds and profits, on winding up which may remain after the entire capital has been repaid. Voting rights: The preference shares shall carry voting rights as may be prescribed under the provisions of Section 47(2) of the Companies Act, 2013. Information as required under Rule 13 of the Companies (Share Capital & Debentures) Rules, 2014: A. Authorized by Articles of Association: The preferential issue is authorised by the Articles of Association of the Company. B. Objects of the issue: To redeem the existing preference shares issued during the Financial Year 2009-10, 2010-11 and 2011-12 aggregating Rs. 100 Crores, which may fall due for redemption from time to time, the Company C. Total Number of Preference Shares to be issued and Price at which the allotment is proposed to be made: 10,00,00,000 Preference shares shall be issued to Intelenet Global Services Private Limited at its nominal value of Rs.10/- (Rupees Ten) per equity share. D. Basis on which the Price has been arrived along with Report of the registered valuer at and the Relevant Date: The Preference shares are to be issue d at par. 11

Annual Report 2015-16 E. Class and Name of persons to whom the allotment is proposed to be made: The allotment is proposed to be made to Intelenet Global Services Private Limited. F. Intention of the Promoters/Directors/Key Management Persons to subscribe to the offer: No Director/Key Management Person has any intention to subscribe to the offer in their individual capacity. G. Proposed time within which the allotment shall be completed: The allotment shall be completed as per the statutory requirement of Companies Act, 2013. H. The change in control, if any, in the Company that would occur consequent to the preferential offer: No change in the control of the Company is intended or expected from the proposed offer. I. The number of persons to whom allotment on preferential basis have already been made during this year, in terms of number of securities as well as price: Nil J. Justification for allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: Not Applicable In terms of Rule 9 of Companies (Share Capital and Debentures) Rules, 2014, the consent of the shareholders is required in general meeting for issuance of Preference Shares. Hence, the Directors recommend the resolution for approval of the Shareholders. Except Directors and Key Managerial Personnel s of the Company who are/may be Directors/Shareholder in one or more Persons/bodies corporate described hereinabove, no other Director or Key Managerial Personnel of the Company is concerned or interested in the said resolution. Registered Office: Intelenet Towers, Plot CST No. 1406 - A / 28 Mindspace, Malad (West), Mumbai-400090 By Order of the Board Sd/- Place: Mumbai Date: 10 th August 2016 Vishal Chhabra Company Secretary 12

Annual Report 2015-2016 To, The Members, BOARD S REPORT Your Directors have pleasure in presenting the Eleventh Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended March 31, 2016. 1. Financial summary or highlights/performance of the Company: Amount in Rupees PARTICULARS AS AT AS AT 31.03. 2016 31.03. 2015 Revenue from Operations 1,275,941,513 1,408,015,211 Other Income 52,649,034 76,408,435 Total Income 1,328,590,547 1,484,423,646 Profit / (Loss) before Interest & Depreciation 29,946,136 (64,400,905) Interest 158,833,973 158,400,000 Depreciation 146,337,706 230,847,059 Net Profit / (Loss) Before Tax (275,225,543) (453,647,964) Provision for Tax NIL (3,853,865) Profit / (Loss) After Tax (275,225,543) (457,501,829) 2. SIGNIFICANT EVENTS: Change of Name: The name of the Company has been changed from Sparsh BPO Services Limited to Intelenet Business Services Limited, with effect from 20th May 2016. Intelenet Business Services Limited is a Subsidiary of Intelenet Global Services Private Limited. Intelenet Global Services Private Limited is owned by Intelenet BPO Holdings Private Limited and Indianet Bidco Pte Limited, Blackstone Group Companies. 3. Operations Overview: As at the date of this Report, your Company has over 4553 seats and workforce of over 4505 dedicated resources offering services in 15 Indian languages to over 30 clients from 7 delivery centers across 7 cities (Thane, Karnal, Kolkata, Bangalore, Pondicherry, Hyderabad & Mira Road) in India. Your Company has over 46 processes across various verticals including Banking, Financial Services, Insurance, Telecom, Retail, Media, Consumer Durables and Government Departments etc. For the year ended March 31, 2016, the Revenue from Operations of your Company has reduced by 9.38 % over previous year due to ramp downs by clients in the telecom industry. 4. Human Resource: Your Company s staff strength has reduced to 4505 as against over 5173 in the previous year. At Intelenet Business Services Limited, human resource is considered most vital for effective implementation of business plans, and your Directors take this opportunity to place on record their appreciation to all employees for their hard work, spirited efforts, dedication and loyalty to the Company. 5. Subsidiary Companies: Your Company does not have any Subsidiaries. 6. Material changes & commitments: There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report. 7. Number of Meetings of the Board of Directors:: During the Financial Year ended 31st March 2016, Eight Board Meetings were held. The dates on which the Board Meetings were held are 4 th June 2015, 21 st July 2015, 17 th August 2015, 28 th August 2015, 13 th October 2015, 15 th January 2016, 9 th February 2016, 31 st March 2016. Name of the Director No. of Board Meetings attended Mr. Sachin Raje 7 Mr. Abhay Telang 8 Mr. Nitin Sahni 1 Ms. Bina Shetty 3 13

Annual Report 2015-16 8. Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013: Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms: (a) That in the preparation of the annual accounts, the applicable accounting standards have been followed; (b) (c) (d) (e) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March 2016 and of the Profit and Loss of the Company for that period; That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; That the Directors have prepared the annual accounts for the financial year ended 31st March 2016 on a going concern basis; That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 9. Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149 The Company is in process of identifying Independent Director/(s) under Sub-Section (6) of Section 149 of the Companies Act, 2013. Hence this is not applicable. 10. Nomination and Remuneration Committee: The Nomination and Remuneration Committee consists of the following Directors namely Mr. Abhay Telang, Mr. Sachin Raje, Mr. Nitin Sahni and Ms. Bina Shetty. The Company is in process of identifying Independent Director/(s) under Sub-Section (6) of Section 149 of the Companies Act, 2013, once identified, the Company will induct the Independent Director/(s) on the Nomination and Remuneration Committee. The dates on which the Nomination and Remuneration Committee Meeting was held is 15 January 2016 Name of the Director No. of Nomination and Remuneration Committee Meeting attended Mr. Sachin Raje 0 Mr. Abhay Telang 1 Mr. Nitin Sahni 0 Ms. Bina Shetty 1 11. Particulars of Loans, Guarantees or Investments under Section 186: The Company has not provided any Loans, Guarantees, and Investments during the Financial Year ended on 31st March 2016 12. Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188: The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure 1 to this Report. 13. Transfer to reserves: In view of the losses incurred during the year, no amount was transferred to General Reserve for the financial year ended 31st March 2016 14. Dividend: In view of the losses incurred during the year, your Directors do not recommend payment of any dividend. 15. Extracts of Annual Return: The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - 2 to this Report. 14

Annual Report 2015-2016 16. The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014: Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - 3 to this Report. 17. Directors: Mr. Abhay Telang (DIN: 05318809), Mr. Sachin Raje (DIN: 05187220), Mr. Nitin Sahni (DIN: 00317173), and Ms. Bina Shetty (DIN: 06634003) are the Directors of the Company. 18. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the Year: Ms. Bina Shetty appointed as a Women Director as an Additional Director of the company in compliance with the Section 149 and Section 152 (5) of the Companies Act 2013 effective 13th October, 2015. The resolution seeking approval of the Members for appointment of Ms. Bina Shetty, has been incorporated in the notice of the forthcoming annual general meeting of the Company. 19. Deposits: The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013. 20. Statutory Auditors: Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Deloitte Haskins & Sells, Baroda (Firm Registration No: 117364W), were appointed as statutory auditors of the Company from the conclusion of the 09th Annual General Meeting (AGM) of the Company held on 30th September 2014 till the conclusion of the 14th Annual General Meeting to be held in the year 2019, subject to ratification of their appointment at every AGM. 21. Auditors Report: M/s. Deloitte Haskins & Sells, Baroda, Chartered Accountants (Firm Registration No: 117364W) have issued Auditors Report for the Financial Year ended 31st March 2016 and there are no qualifications in Auditors' Report. 22. Audit Committee: Audit Committee consists of the following Directors namely Mr. Abhay Telang, Mr. Sachin Raje Mr. Nitin Sahni, and Ms. Bina Shetty. The Company is in process of identifying Independent Director/(s) under Sub-Section (6) of Section 149 of the Companies Act, 2013, once identified, the Company will induct Independent Director/(s) on the Audit Committee. There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review. During the Financial year ended 31st March 2016, two Audit Committee Meetings were held. The dates on which the Audit Committee Meetings were held are 28 th August 2015, 15 th Jan, 2016. Name of the Director No. of Audit Committee Meetings attended Mr. Sachin Raje 1 Mr. Abhay Telang 2 Mr. Nitin Sahni 0 Ms. Bina Shetty 1 23. Stakeholders Relationship Committee: Stakeholders Relationship Committee consists of the following Directors namely Mr. Abhay Telang, Mr. Sachin Raje, Mr. Nitin Sahni and Ms. Bina Shetty. The Company is in process of identifying Independent Director/(s) under Sub-Section (6) of Section 149 of the Companies Act, 2013, once identified, the Company will induct the Independent Director/(s) on the Stakeholders Relationship Committee. During the Financial year ended 31st March 2016, one Stakeholders Relationship Committee Meeting was held. The dates on which the Stakeholders Relationship Committee Meeting was held is 15 th January 2016 Name of the Director No. of Stakeholders Relationship Committee Meeting attended Mr. Sachin Raje 0 15