ANNUAL RETURN AS ON

THE FINANCIAL YEAR ENDED MARCH 31, 2021

[Pursuant to Section 92(1) of the Companies Act, 2013 and rule 11(1) of the Companies
(Management and Administration) Rules, 2014]

FORM NO. MGT- 7

I. REGISTRATION AND OTHER DETAILS:

(i) *Corporate Identity Number U31900MH2005PLC158120

(CIN) of the Company
*Permanent Account AACCV1726H
Number (PAN) of the
Company
(ii) (a) Name of the Company Infiniti Retail Limited

(b) Registered office address Unit No. 701 & 702, Wing A, 7th Floor, Kaledonia, Sahar
Road, Andheri (East), Mumbai 400069.
(c) *Email-ID of the company.secretarial@croma.com
Company
(d) *Telephone number with 02267613600
STD code
(e) Website www.croma.com

(iii) Date of Incorporation 16/12/2005

(iv) Type of the Company Category of the Company Sub-category of the

Company

Public Company Company limited by shares Indian Non-Government

company
(v) Whether Company is  Yes No
having share capital
(vi) *Whether shares listed on  Yes No
recognized Stock Exchange(s)
CIN of the Registrar and U74899DL1995PTC071324
Transfer Agent
Name of the Registrar and Skyline Financial Services Private Limited
Transfer Agent
Registered office address of D-153A, First Floor Okhla Industrial Area, Phase-I, New
the Registrar and Transfer Delhi, Delhi -110020
Agents
(vii) *Financial year From - 01/04/2020
To - 31/03/2021
(viii) *Whether Annual General  Yes  No
Meeting (AGM) held
(a) If yes, date of AGM The AGM will be held on 10/06/2021
(b) Due date of AGM 30/09/2021
(c) Whether any extension for  Yes No
AGM granted
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

*Number of business activities 1

S. Main Activity Description of Main Business Description of % turnover of
No group code Activity Group Activity Code Business Activity the company
1 G Trade G2 Retail Trading 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

(INCLUDING JOINT VENTURES)

*No. of Companies for which information is to be given 1

S. Name of the Company CIN/ FCRN Holding/ % of shares
No Subsidiary/Associate held
/ Joint Venture
1 Tata Sons Private Limited U99999MH1917PTC000478 Holding Company 100

IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY

(i) *SHARE CAPITAL

(a) Equity share capital

Particulars Authorised Issued Subscribed Paid up

Capital Capital Capital Capital

Total number of equity shares 2,000,000,000 1,040,000,000 1,040,000,000 1,040,000,000

Total amount of equity shares 20,000,000,000 10,400,000,000 10,400,000,000 10,400,000,000

(in rupees)

Number of classes - 1
Class of Shares Authorised Issued Subscribed Paid up
Capital Capital Capital Capital

Number of equity shares 2,000,000,000 1,040,000,000 1,040,000,000 1,040,000,000

Nominal value per share 10 10 10 10

(in rupees)
Total amount of equity shares 20,000,000,000 10,400,000,000 10,400,000,000 10,400,000,000
(in rupees)

Infiniti Retail Limited | Annual Return – 2021 Page 2

(b) Preference share capital

Particulars Authorised Issued Subscribed Paid up

Capital Capital Capital Capital
Total number of preference 0 0 0 0
shares
Total amount of preference 0 0 0 0
shares (in rupees)

Number of classes - 0
Class of Shares Authorised Issued Subscribed Paid up
Capital Capital Capital Capital
Number of preference shares 0 0 0 0

Nominal value per share 0 0 0 0

(in rupees)
Total amount of preference 0 0 0 0
shares (in rupees)

(c) Unclassified share Capital

Particulars Authorised Capital

Total amount of unclassified shares 0

(d) Break-up of paid-up share capital

Class of Shares Number of Shares Total Total Total

Nominal Paid-up Premium
Amount amount
Equity Shares Physical Demat Total
At the beginning 6 1,039,999,994 1,040,000,000 10,400,000,000 10,400,000,000 0
of the year
Increase during - - - - - -
the year
i. Public Issues - - - - - -
ii. Rights Issue - - - - - -
iii. Bonus Issue - - - - - -
iv. Private - - - - - -
Placement/
Preferential
Allotment
v. ESOPs - - - - - -
vi. Sweat equity - - - - - -
shares allotted
vii. Conversion of - - - - - -
Preference
share
viii. Conversion of - - - - - -
Debentures
ix. GDRs/ADRs - - - - - -

Infiniti Retail Limited | Annual Return – 2021 Page 3

 x. Others, specify - - - - - -
Decrease during - - - - - -
the year
i. Buy-back of - - - - - -
shares
ii. Shares forfeited - - - - - -
iii. Reduction of - - - - - -
share capital
iv. Others, specify - - - - - -
At the end of the 6 1,039,999,994 1,040,000,000 10,400,000,000 10,400,000,000 0
year

Preference shares
At the beginning - - - - - -
of the year
Increase during - - - - - -
the year
i. Issues of shares - - - - - -
ii. Re-issue of - - - - - -
forfeited shares
iii. Others, specify - - - - - -
Decrease during - - - - - -
the year
i. Redemption of - - - - - -
shares
ii. Shares forfeited - - - - - -
iii. Reduction of - - - - - -
share capital
iv. Others, specify - - - - - -
At the end of the - - - - - -
year

ISIN of the equity shares of the Company INE295N01011

(ii) Details of stock split/consolidation during the year (for each class of shares) 0

Class of Shares (i) (ii) (iii)

Before split / Number of shares - - -
Consolidation Face value per share - - -
After split / Number of shares - - -
Consolidation Face value per share - - -

(iii) Details of shares/Debentures Transfers since closure date of last financial year (or in the
of the first return at any time since the incorporation of the company) * -  Nil

(iv) *Debentures (Outstanding as at the end of financial year)

Particulars Number of Units Nominal value per unit Total Value

Non-convertible debentures - - -
Partly convertible debentures - - -
Fully convertible debentures - - -
Total - - -

Infiniti Retail Limited | Annual Return – 2021 Page 4

Details of debentures

Particulars Outstanding as Increase Decrease Outstanding

at the beginning during the during the as at the end
of the year year year of the year
Non-convertible debentures - - - -
Partly convertible debentures - - - -
Fully convertible debentures - - - -

(v) Securities (other than shares and debentures) 0

Type of Number of Nominal Value Total Paid up Value Total Paid

Securities Securities of each Unit Nominal Value of each Unit up Value
- - - - - -
- - - - - -
Total - - - - -

V. *TURNOVER AND NETWORTH OF THE COMPANY (AS DEFINED IN THE

COMPANIES ACT, 2013)

(i) Turnover 53,149,700,000

(ii) Net worth of the Company 415,300,000

VI. *SHAREHOLDING PATTERN

(a) *Promoters

S. Category Equity Preference

No. Number Percentage Number of Percentage
of Shares Shares
1. Individual/ Hindu Undivided Family
(i) Indian - - - -
(ii) Non-resident Indian (NRI) - - - -
(iii) Foreign National (Other than - - - -
NRI)
2. Government
(i) Central Government - - - -
(ii) State Government - - - -
(iii) Government Companies - - - -
3. Insurance Companies - - - -
4. Banks - - - -
5. Financial Institutions - - - -
6. Foreign institutional investors - - - -
7. Mutual funds - - - -
8. Venture Capital - - - -

Infiniti Retail Limited | Annual Return – 2021 Page 5

 9. Body corporate (not mentioned 1,040,000,000 100 - -
above)
10. Others - - - -
Total 1,040,000,000 100 - -

Total number of shareholders (promoters) 7

(b) *Public/Other than promoters

S. Category Equity Preference

No. Number Percentage Number of Percentage
of Shares Shares
1. Individual/ Hindu Undivided Family
(i) Indian - - - -
(ii) Non-resident Indian (NRI) - - - -
(iii) Foreign National (Other than NRI) - - - -
2. Government
(i) Central Government - - - -
(ii) State Government - - - -
(iii) Government Companies - - - -
3. Insurance Companies - - - -
4. Banks - - - -
5. Financial Institutions - - - -
6. Foreign institutional investors - - - -
7. Mutual funds - - - -
8. Venture capital - - - -
9. Body corporate (not mentioned above) - - - -
10. Others - - - -
Total - - - -

Total number of shareholders (other than promoters) 0

Total number of shareholders (Promoters+ Public/
Other than promoters) 7

(c) *Details of Foreign institutional investors (FIIs) holding shares of the company - 0

Name of the FII Address Date of Country of Number of % of shares

Incorporation Incorporation shares held Held
- - - - - -

VII. *NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS

Details At the beginning of the year At the end of the year

Promoters 7 7
Members (other than promoters) 0 0
Debenture holders 0 0

Infiniti Retail Limited | Annual Return – 2021 Page 6

VIII. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) *Composition of Board of Directors

Category Number of Directors Number of the Percentage of shares

at the beginning of Directors at the end of held by directors as at
the year the year the end of year
Executive Non- Executive Non- Executive Non-
executive executive executive
A. Promoter 0 3 0 5 0 0
B. Non-Promoter 1 5 1 3 0 0
(i) Non-Independent 1 3 1 1 0 0
(ii) Independent 0 2 0 2 0 0
C. Nominee 0 0 0 0 0 0
Directors
representing
(i) Banks & FIs 0 0 0 0 0 0
(ii) Investing 0 0 0 0 0 0
institutions
(iii) Government 0 0 0 0 0 0
(iv) Small share 0 0 0 0 0 0
holders
(v) Others 0 0 0 0 0 0
Total 1 8 1 8 0 0

Number of Directors and Key managerial personnel (who is not director) as on the financial year
end date
11

(B) (i) *Details of Directors and Key managerial personnel as on the closure of financial year

Name DIN/PAN Designation Number of Date of cessation

equity (after closure of
share(s) held financial year:
if any)
Mr. Rajendra Bhinge 00036557 Director 0
Mr. Harish Bhat 00478198 Director 0
Mr. Modan Saha 02848515 Director 0
Mr. Pratik Pal 03284823 Director 0
Ms. Aarthi Subramanian 07121802 Director 0
Mr. L. Krishnakumar 00423616 Additional Director 0
Mr. Avijit Mitra 00086244 Managing Director & 0
Chief Executive
Officer
Ms. Lynn de Souza 01419138 Director 0 May 28, 2021
Mr. Naveen Krishna 08434127 Additional 0
Independent Director
Mr. Pramod Dangaich AHOPD1955E Chief Financial Officer 0
Mr. A.P.K. Chettiar AAAPC9659D Company Secretary & 0
Head Legal

Infiniti Retail Limited | Annual Return – 2021 Page 7

(ii) Particulars of change in Director(s) and Key managerial personnel during the year

Name DIN/ Designation at the Date of Nature of change

PAN beginning/during the appointment (Appointment/ Change
financial year / change in in designation
designation/ /Cessation)
Cessation
Mr. Ajit 08002754 Director 20/05/2020 Cessation
Krishnakumar
Mr. Pratik Pal 03284823 Additional Director 02/06/2020 Appointed as Additional
Director
Ms. Aarthi 07121802 Additional Director 06/06/2020 Appointed as Additional
Subramanian Director
Mr. S. 00306299 Director 17/06/2020 Cessation
Padmanabhan
Mr. Pratik Pal 03284823 Director 04/08/ 2020 Change in designation from
Additional Director to
Director
Ms. Aarthi 07121802 Director 04/08/ 2020 Change in designation from
Subramanian Additional Director to
Director
Mr. Avijit Mitra 00086244 Managing Director & 11/08/2020 Change in designation from
Chief Executive Officer Executive Director & Chief
Executive Officer to
Managing Director & Chief
Executive Officer
Mr. Naveen 08434127 Additional Independent 11/08/2020 Appointed as Additional
Krishna Director Director
Mr. Prashant K. 00034945 Director 03/09/2020 Cessation
Ghose
Mr. L. 00423616 Additional Director 30/01/2021 Appointed as Additional
Krishnakumar Director
Mr. Jacob Kurian 00213259 Independent Director 19/02/2021 Cessation

IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE

BOARD OF DIRECTORS

A. MEMBERS/CLASS/REQUISITIONED/NCLT/COURT CONVENED MEETINGS

Number of meetings held 1

Type of Meeting Date of Meeting Total Number of Attendance

Members
entitled to attend No. of % of total
meeting Members shareholding
attended
Annual General Meeting 04/08/2020 7 5 100

Infiniti Retail Limited | Annual Return – 2021 Page 8

B. BOARD MEETING

*Number of meetings held 7

S. Date of Meeting Total Number of Attendance

No. Directors associated as on
the date of meeting No. of Directors attended % of attendance
1. 23/04/2020 9 9 100
2. 17/06/2020 10 10 100
3. 11/08/2020 9 9 100
4. 19/11/2020 9 9 100
5. 22/01/2021 9 8 88.89
6. 12/02/2021 10 10 100
7. 26/03/2021 9 9 100

C. COMMITTEE MEETINGS

Number of meetings held 18

S. Type of Meeting Date of Meeting Total Attendance

No. Number of
Directors No. of % of
associated as Directors attendance
on the date of attended
meeting
1. Audit & Risk Management 16/06/2020 4 4 100
Committee
2. Audit & Risk Management 10/08/2020 4 4 100
Committee
3. Audit & Risk Management 18/11/2020 3 3 100
Committee
4. Audit & Risk Management 21/01/2021 3 3 100
Committee
5. Audit & Risk Management 11/02/2021 5 5 100
Committee
6. Nomination & Remuneration 13/05/2020 3 3 100
Committee
7. Nomination & Remuneration 16/06/2020 3 3 100
Committee
8. Nomination & Remuneration 22/10/2020 3 3 100
Committee
9. Nomination & Remuneration 22/01/2021 3 3 100
Committee

Infiniti Retail Limited | Annual Return – 2021 Page 9

10. Nomination & Remuneration 26/03/2021 3 2 66.67
Committee
11. Corporate Social 13/05/2020 3 3 100
Responsibility Committee
12. Corporate Social 11/08/2020 3 3 100
Responsibility Committee
13. Corporate Social 22/10/2020 3 2 66.67
Responsibility Committee
14. Corporate Social 11/02/2021 3 3 100
Responsibility Committee
15. Digital & Technology 24/02/2021 3 3 100
Committee
16. Digital & Technology 02/03/2021 3 3 100
Committee
17. Digital & Technology 16/03/2021 3 3 100
Committee
18. Digital & Technology 30/03/2021 3 3 100
Committee

D. *ATTENDANCE OF DIRECTORS

S. Name of the Director Board Meetings Committee Meetings Whether

No No. of No. of % of No. of No. of % of attended
Meetings Meetings attendance Meetings Meetings attendance AGM
which attended which attended
Director Director
held on
was was 10/06/2021
entitled to entitled to (Y/N/NA)
attend attend
1. Mr. Rajendra Bhinge 7 7 100 14 14 100
2. Mr. Harish Bhat 7 7 100 3 3 100
3. Mr. Modan Saha 7 7 100 0 0 0
4. Mr. Pratik Pal 6 5 83.34 1 0 0
5. Ms. Aarthi Subramanian 6 6 100 5 5 100
6. Mr. L. Krishnakumar 2 2 100 1 1 100
7. Mr. Avijit Mitra 7 7 100 8 8 100
8. Ms. Lynn de Souza 7 7 100 9 9 100
9. Mr. Naveen Krishna 4 4 100 4 4 100

X. *REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

NIL

A. Number of Managing Director, Whole-time Director and/or Manager whose remuneration

details to be entered
1

Infiniti Retail Limited | Annual Return – 2021 Page 10

 S. Name Designation Gross Commission Stock Others Total
No Salary Option/ Amount
Sweat
equity
1. Mr. Avijit Managing 22,264,397 28,800 22,293,197
Mitra Director & Chief
Executive Officer
Total 22,264,397 28,800 22,293,197

B. Number of CEO, CFO and Company Secretary whose remuneration details to be entered 2

S. Name Designation Gross Commission Stock Others Total

No Salary Option/ Amount
Sweat
equity
1. Mr. Pramod Chief Financial 8,069,248 21,600 8,090,848
Dangaich Officer
2. Mr. A.P.K. Company 4,252,984 21,600 4,274,584
Chettiar Secretary & Head
Legal
Total 12,322,232 43,200 12,365,432

C. Number of other Directors whose remuneration details to be entered

12
S. Name Designation Gross Commission Stock Others Total
No Salary Option/ Amount
Sweat
equity
1. Mr. Rajendra Director 1,050,000 1,050,000
Bhinge
2. Mr. S. Director 200,000 200,000
Padmanabhan
3. Mr. Harish Director 500,000 500,000
Bhat
4. Mr. Prashant Director 250,000 250,000
K. Ghose
5. Mr. Modan Director 350,000 350,000
Saha
6. Mr. Ajit Director 50,000 50,000
Krishnakumar
7. Mr. Pratik Pal Director 250,000 250,000
8. Ms. Aarthi Director 550,000 550,000
Subramnaian
9. Mr. L. Additional 150,000 150,000
Krishnalumar Director
10. Mr. Jacob Independent 750,000 750,000
Kurian Director
11. Ms. Lynn de Independent 800,000 800,000
Souza Director

Infiniti Retail Limited | Annual Return – 2021 Page 11

 12. Mr. Naveen Additional 400,000 400,000
Krishna** Independent
Director
**Mr. Naveen Krishna shall be paid sitting fees for attending the Board and Technology Committee meetings post
submission of Form 10F and Tax Residency Certificate.

XI. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES

A. *Whether the company has made compliances and disclosures in respect of applicable
provisions of the Companies Act, 2013 during the year –  Yes No

B. If No, give reasons/observations

XII. PENALTY AND PUNISHMENTS - DETAILS THEREOF

(A) Details of Penalties/ Punishments imposed on Company/Directors/Officers Nil 0

Name of the Name of the Date of Name of the Act Details of Details of
company/ court/ Order and section under penalty/ appeal (if any)
directors/ concerned which penalised / punishment including
officers Authority punished present status
- - - - - -

(B) Details of Compounding of Offences  Nil 0

Name of the Name of the Date of Name of the Act Particulars Amount of
company/ court/ Order and section under of Compounding
directors/ concerned which offence offence (in rupees)
officers Authority committed
- - - - - -

XIII. WHETHER COMPLETE LIST OF SHAREHOLDERS, DEBENTURE HOLDERS HAS

BEEN ENCLOSED AS AN ATTACHMENT

Yes No
(In case of 'No‟, submit the details separately through the method specified in instruction kit)

XIV. COMPLIANCE OF SUB-SECTION (2) OF SECTION 92, IN CASE OF LISTED

COMPANIES

In case of a listed company or a company having paid up share capital of Ten Crore rupees or more or
turnover of Fifty Crore rupees or more, details of company secretary in whole time practice certifying the
annual return in Form MGT-8.

Infiniti Retail Limited | Annual Return – 2021 Page 12

Name

Whether associate or fellow  Associate  Fellow

Certificate of practice number

I/We certify that:

(a) The return states the facts, as they stood on the date of the closure of the financial year aforesaid
correctly and adequately.
(b) Unless otherwise expressly stated to the contrary elsewhere in this return, the Company has complied
with applicable provisions of the Act during the financial year.
(c) The company has not, since the date of the closure of the last financial year with reference to which
the last return was submitted or in the case of a first return since the date of incorporation of the
company, issued any invitation to the public to subscribe for any securities of the company.
(d) Where the annual return discloses the fact that the number of members, (except in case of one person
company), of the company exceeds two hundred, the excess consists wholly of persons who under
second proviso to clause (ii) of sub-section (68) of section 2 of the Act are not to be included in
reckoning the number of two hundred.

DECLARATION

I am authorised by the Board of Directors of the company vide resolution no. 11 dated 28/11/2017
(DD/MM/YYYY) to sign this form and declare that all the requirements of the Companies Act, 2013
and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto
have been complied with. I further declare that:

1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no
information material to the subject matter of this form has been suppressed or concealed and is as
per the original records maintained by the company.

2. All the required attachments have been completely and legibly attached to this form.

Note: Attention is also drawn to the provisions of section 447, sections 448 and 449 of the
Companies Act, 2013 which provide for punishment for fraud, punishment for false statement
and punishment for false evidence respectively.

To be digitally signed by

Avijit Mitra A.P.K. Chettiar

Director Company Secretary
DIN of the director 00086244 Membership Number 9435

Infiniti Retail Limited | Annual Return – 2021 Page 13

ATTACHMENT

List of share holders

As on March 31, 2021

Sr. Name of Shareholder/Member Folio DP ID – Number of Equity
No. No. Client ID Shares held of face
Account value of Rs. 10/-
Number each
IN301330 –
1. Tata Sons Private Limited - 1,039,999,994
22054368
2. Tata Sons Private Limited & Mr. Farokh N. Subedar 8 1
3. Tata Sons Private Limited & Mr. Kersi R. Bhagat 12 1
Physical
4. Tata Sons Private Limited & Mr. E. N. Kapadia 14 1
Shares
5. Tata Sons Private Limited & Mr. Adil Charna 16 1
6. Tata Sons Private Limited & Mr. Nikhil Kumar 18 1
7. Tata Sons Private Limited & Mr. Girish Valecha 19 1
Total shareholding (number of shares) 1,040,000,000

Infiniti Retail Limited | Annual Return – 2021 Page 14