The Directors present the Thirty-Second Annual Report (the “Report”) of the Company along with the Audited Financial
Statements for the Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE OF THE COMPANY ON STANDALONE AND CONSOLIDATED BASIS

The standalone sales and other income for FY 2024-25 stood at ' 434.05 Crores as compare to '418.51 Crores in FY 2023-24. On a
consolidated basis, sales and other income for FY 2024-25 amounted to ' 751.80 Crores as against ' 851.39 Crores in previous financial
year. After meeting all expenditures, the Company reported a total comprehensive income of ' 62.44 Crores on a standalone basis and
' 12 Crores on a consolidated basis for FY 2024-25, compared to total comprehensive loss of ' 820.37 Crores (standalone) and ' 349.48
Crores (consolidated) in FY 2023-24.

* Please refer the note no. 22 read along with note no. 44 of consolidated financial statements.

STATE OF THE COMPANY’S AFFAIR

During the year under review, the Company implemented several
strategic initiatives focused on strengthening its brand identity,
enhancing operational efficiency, and maximizing shareholder
value.

a) Brand Evolution - Logo Refresh:

In line with our commitment to evolving with the time
while staying true to our roots, the Company undertook
a significant brand refresh by introducing redesigned
logo. The new logo preserves the iconic three cubes, a
longstanding symbol of our identity, now enhanced with
three dynamic arrows that represent adaptability, agility,
and forward movement. This evolution marks a thoughtful
balance between heritage and modernity-reinforcing our
legacy while presenting a more dynamic and adaptive
visual identity that resonates with our future vision.

b) Fund Raising through Rights Issue:

To strengthen the Company’s capital structure and support
its future growth initiatives, the Board of Directors, at its
meeting held on May 14, 2025, approved a proposal to
raise funds through a Rights Issue of up to '100 Crores. The
proceeds from the issue will be strategically deployed to
enhance business capabilities, thereby contributing to the
overall improvement of the Company’s financial health and
long-term sustainability.

c) Corporate Restructuring Initiatives:

As part of the Company’s ongoing business optimisation
strategy, a comprehensive review was conducted across
all business verticals and geographies. This assessment
identified certain business units that had become non¬
operational or non-core to the Company’s long-term
strategic objectives. Accordingly, the Company has
undertaken following restructuring measures to streamline
operations, enhance cost-efficiency, and sharpen focus
on the core revenue-generating segments. This strategic
initiative is expected to deliver long-term operational and
financial benefits by reallocating resources to high-potential
areas and improving overall organisational agility.

• Scheme of Amalgamation

The Board of Directors, at its meeting held on March 20,
2025, approved a Scheme of Amalgamation pursuant
to the applicable provisions of the Companies Act,
2013. The Scheme provides for merger of the following
wholly owned subsidiaries with the Company

> 3i Infotech Consultancy Services Limited,

> 3i Infotech Digital BPS Limited,

> Versares Digital Technology Services Private
Limited, and

> NuRe Edgetech Private Limited .

The proposed amalgamation is aimed at simplifying
the group structure, achieving operational synergies,
and enhancing overall efficiency. The scheme is
subject to the requisite approvals including that of the
Hon’ble National Company Law Tribunal (NCLT).

• Strategic Divestment in NuRe MediaTech Limited

The Company successfully completed a strategic
stake dilution in its wholly-owned subsidiary, NuRe
MediaTech Limited, pursuant to an investment
agreement executed with a consortium of investors
with aims to attract investment and accelerate the
RailTel project, which is core component of NuRe
Bharat Network Limited. As a result of this transaction,
the Company’s shareholding in NuRe MediaTech
Limited has been reduced from 100% to 51%.
Consequently, both NuRe MediaTech Limited and its
wholly-owned, NuRe Bharat Network Limited ceased
to be wholly owned subsidiaries and continue as
subsidiaries of the Company effective from March 31,
2025.

• Simplification of Organisation Structure by
Voluntary Closure of Offshore Subsidiaries

> During the year and on the date of this report,
following dormant offshore subsidiaries have
been dissolved:

♦♦♦ Nure Edge Tech INC, USA - w.e.f. December
18, 2024

♦♦♦ 3i Infotech (Western Europe) Group Limited,
UK - w.e.f. April 01, 2025

♦♦♦ 3i Infotech (Western Europe) Holdings
Limited, UK - w.e.f. April 01, 2025

♦♦♦ Rhymes Systems Limited, UK - w.e.f. April 1,
2025

The Board of Directors of the Company, at its
meeting held on January 29, 2025, approved the
voluntary closure of 3i Infotech Saudi Arabia LLC
and Nure Infotech Solutions Pte. Ltd., Singapore.
The closure process for both subsidiaries is
currently underway. The application for strike-off
of Nure Infotech Solutions Pte. Ltd., Singapore
has been submitted and approved by the
Accounting and Corporate Regulatory Authority
on May 30, 2025, which has granted a four-
month period for any objections.

> Furthermore, The Company is in the process of
initiating the necessary steps for their closure
of other non-operational offshore subsidiaries
in accordance with applicable regulatory
requirements.

TRANSFER TO RESERVES

During the year under review, there was no amount transferred to
the general reserve by the Company.

DIVIDEND

Although the Company has reported a profit as of March 31,
2025, Your Directors regret to state their inability to recommend
any dividend on equity shares for the financial year ended
March 31, 2025 as per statutory provisions of Section 123 of the
Companies Act, in view of accumulated losses.

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the “Listing
Regulations”), as amended, the Dividend Distribution Policy of
the Company is available on the Company’s website at https://
www.3i-infotech.com/wp- content/uploads/2022/09/dividend-
distribution-policv.pdf

BUSINESS

The Company is a global technology company driving business
transformation through digital innovation, automation, and
secured cloud-based solutions. With a legacy of over three
decades, the Company is positioned at the intersection of
cloud, cybersecurity, automation, and AI-powered analytics.
Headquartered in India and operating across North America,
APAC, South Asia, and MEA, 3i Infotech caters to 250 active
global clients across BFSI, Government, Manufacturing, Telecom,
Healthcare, Retail, Education, and Media & Entertainment
industries.

The Company operates through four key service groups:

a) Infrastructure Services: Including Digital Infrastructure
Management Services (DIMS), Hybrid IT, Tools-as-a-Service
(TaaS), and Cybersecurity-as-a-Service (CaaS) covering
SOC, SIEM, vCISO, VAPT, and SASE (via NuRe Edge).

b) Application, Automation & Analytics (AAA): Covering
Application Development & Modernisation, Digital-First
Testing (Flexib ), Intelligent Process Automation, BI &
Reporting, EnGRC, and DataOps.

c) Business Process Services: Digital BPO offerings across
voice, non-voice, registrar & transfer agency (RTA), back¬
office automation, CX and digital sales, supported by
proprietary tools and frameworks.

NuRe™ is 3i Infotech’s unified brand for its next-generation, cloud-
first, and AI-powered platforms. It serves as an umbrella for a

suite of productised solutions-each purpose-built to drive digital
transformation across specific industry verticals. From higher
education ERP, to automation and testing platforms (Flexib ),
NuRe reflects the Company’s commitment to delivering scalable,
intelligent, and future-ready enterprise technology.

Under the 'NuRe’ brand, the Company is building differentiated
IPs including:

a) NuRe Campus: A cloud-first ERP solution tailored for higher
education, creating a digital twin of the campus to enhance
learning experiences.

b) Flexib : A digital first test automation platform that
accelerates and secures both functional and non-functional
testing across the software development lifecycle.

c) EnGRC: ENGRC is a user-friendly, modular solution designed
for risk, compliance, and audit experts. It enables seamless
collaboration, scheduled execution, and agile workflows.
With smart PBC, actionable reports, and interactive
dashboards, it ensures efficient communication and timely
insights.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

As on March 31, 2025, there were 27 wholly-owned subsidiaries
(including step-down wholly-owned subsidiaries), 2 Subsidiaries
and 1 Joint Venture of the Company. It may be noted that during
the year and as on date of this report, the following wholly-owned
subsidiaries have been dissolved:

The Company diluted its stake in NuRe MediaTech Limited from
100% to 51% through a strategic investment to accelerate the
RailTel project. As a result, NuRe MediaTech and its wholly-owned
subsidiary, NuRe Bharat Network Limited, ceased to be wholly
owned subsidiaries of the Company and continue as subsidiaries
effective March 31, 2025.

Further, the application for strike-off of Nure Infotech Solutions Pte.
Ltd., Singapore, Wholly-owned subsidiary, has been submitted
and approved by the Accounting and Corporate Regulatory
Authority on May 30, 2025, which has granted a four-month
period for any objections.

As per the first proviso to the Section 129(3) of the Companies
Act, 2013 (“the Act”) read with Rule 5 of the Companies (Accounts)

Rules, 2014, the statement containing salient features of the
financial statements of subsidiaries / associate companies /
joint venture in the prescribed Form AOC-1 is enclosed to the
consolidated financial statements. This statement also mentions
highlights of performance of subsidiaries /associate companies /
joint venture and their contribution to the overall performance of
the Company during the year.

Pursuant to provisions of the Section 136 of the Act, the standalone
and consolidated financial statements of the Company, along
with relevant documents and separate audited / un-audited
accounts in respect of subsidiaries are available on the website
of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Directors hereby
confirm that:

a) in preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b) 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 as
at March 31, 2025 and of the profit and loss of the Company
for the financial year ended on that date;

c) the directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting
fraud and other irregularities;

d) the directors had prepared the annual accounts on a going
concern basis;

e) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and are operating
effectively.

Kindly note that the aforesaid statement is subject to various
disclosures made in the Annual Report including the Financial
Statements (Standalone & Consolidated).

Further, the financial statements are prepared in accordance
with Indian Accounting Standards (“Ind AS”) as prescribed under
Section 133 of the Act read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 as amended. Based on the
reviews of internal, statutory and secretarial auditors, external
consultants, the management and respective committees of the
Board, the Board is of the opinion that the Company’s system

of internal financial controls was adequate and the operating
effectiveness of such controls was satisfactory during the 2024¬
25.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186

Particulars of loans, guarantees or investments granted/ made
during the year are given under the notes to standalone financial
statements forming part of this Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions were placed before the Audit
Committee for its approval and review on quarterly basis. Prior
omnibus approval of the Audit Committee is obtained for the
transactions which are foreseen and of a repetitive nature.

All contracts/arrangements/transactions entered into by the
Company during the year under review with Related Parties were
in the ordinary course of business and on arm’s length. During
the year under review, the Company had not entered into any
contract/ arrangement/ transaction with related parties which
could be considered material in accordance with the policy
of the Company on materiality of related party transactions or
which is required to be reported in Form No. AOC-2 in terms of
Section 134(3) (h) read with Section 188 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014. Accordingly, there are
no transactions that are required to be reported in Form AOC-2.

The Company has in place a Policy on Materiality of Related
Party Transactions and a Policy on dealing with Related Party
Transactions. The said policy can be viewed on the Company’s
website by accessing the following link: https://www.3i-infotech.
com/wp-content/uploads/2025/02/Policv-on-Materialitv-of-
Related-Party-Transactions-and-Policy-on-dealing-with-Related-
Party.pdf

The details of related party transactions that were entered during
FY2024-25 are given in the notes to the Financial Statements as
per Ind AS 24, which forms part of the Annual Report.

CHANGES IN THE NATURE OF BUSINESS

The Company continued to provide integrated IT services to
its customers and hence, there was no change in the nature
of business or operations of the Company, which materially
impacted the financial position of the Company during the year
under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

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 to which the
financial statements relate and as on the date of this Report.

FORENSIC AUDIT

During previous financial year, the Company had initiated
Forensic Audit, on certain Legacy Matters pertaining to period
before March 31, 2021 under the erstwhile Management. In order
to conduct Forensic Audit, the Company has engaged external
consultant M/s. Shridhar & Associates, Chartered Accountants,
who has submitted the final report, which has been reviewed,
and accepted by the Board in their meeting held on January 29,
2025. As per the findings and observations in the final report,
there are no further implications or adverse financial impact on
the current and future financial and operational position of the
Company, other than already provided in the financial statements.
The Board of the Company is in the process of evaluation of
further action including legal actions to be considered against
third parties (including the former management, employees and
Board of Directors of the Company), as the outcome of the report.

RISK, GOVERNANCE AND COMPLIANCE MATTERS

The Sub-committee on Legacy Matters of Audit Committee
has observed certain long outstanding non-compliances with
various FEMA Regulations.

As reported in the previous year’s Directors’ Report, to address
several long-standing non-compliances with various FEMA
regulations, the Company had appointed an expert consultant
based on the recommendations of the Sub-committee on
Legacy Matters of the Audit Committee. Despite efforts, the
following non-compliances continued to persist, due to lack of
proper documentation, availability of proper explanations and
change in personnel over periods of time from 2005-2019:

a) Overseas investments

• Reporting of WOS and SDS

• Reporting transfer, divestment, closing of various
subsidiaries and group entities, and certain specific
transactions.

• APR filing and approvals

• Application for UIN

• Updating Project Profile

b) Current account

• Reconciling outstanding entries in EDPMS and P0103.

• Regularising legacy import transaction

The Company has approached its formal officials in charge
during the relevant periods, Mr. V. Srinivasan, former Managing
Director & Chief Executive Officer, Mr. Padmanabhan Iyer,
former Managing Director & Chief Executive Officer, Mr. Amar
Chintopanth, former Chief Financial Officer and Mr. Shivanand
R. Shettigar, former Company Secretary, seeking details for the
FEMA non-compliances relating to transactions that occurred

during their respective tenure. This initiative was aimed to ensure
that these legacy matters are closed out in a compliant and
transparent manner.

However, the responses received from the afore-mentioned
former officials were inadequate to help this to resolve these
long-standing non-compliances. The Company will continue to
engage with these individuals and collaborate with Authorised
Dealer (AD) Bank to retrieve necessary documents or alternate
solutions to ensure that the past compliances are regularised at
the earliest.

In parallel, Company has strengthen its internal processes and
control to ensure that all current and future compliances are met
promptly and diligently as per various regulatory requirements,
thereby preventing recurrence of such issues.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURT

During the year under review, no significant the regulators or
courts or tribunals impacting the going concern status and
Company’s operation in future.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance
requirements as set in Listing Regulations. The Corporate
Governance Report along with auditors’ certificate thereon
in terms of Regulation 34 read with Schedule V of the Listing
Regulations is appended herewith as Annexure 1 to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34 of the Listing Regulations,
the Management Discussion and Analysis Report is given under
a separate section forming part of this Report.

BUSINESS RESPONSIBILITY AND SUBSTAINABILITY
REPORT (BRSR)

As per Regulation 34 of the Listing Regulations, the BRSR for
FY. 2024-25 is appended herewith as Annexure 2 to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rules framed thereunder,
the annual return in the prescribed format is available on the
Company’s website at the following link: https://www.3i-infotech.
com/annualreport/

CAPITAL

a) Preference Share Capital:

During the year under review, the Company has not allotted
any preference shares.

b) Equity Share Capital:

Allotment under Employee Stock Options Scheme

During the year under review, the Company has, on various
dates, allotted in all 3,96,400 equity shares under Employee
Stock Option Scheme 2018 and 2007.

Considering these allotments, the issued, subscribed and paid-
up capital of the Company as on March 31, 2025 stood at '
1,69,62,72,420/- consisting of 16,96,27,242 fully paid-up equity
shares of face value ' 10/- each.

The Company has neither issued equity shares with differential
rights as to dividend, voting or otherwise nor any sweat equity
shares to the employees of the Company under any scheme.
The Company has also not issued debenture, bond, any non¬
convertible securities or warrants during the year under review.

EMPLOYEE STOCK OPTION SCHEMES

As of March 31, 2025, the Company has three Employee Stock
Option Schemes in place. These schemes have been implemented
in accordance with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”). Of
these 3 schemes, Employee Stock Option Scheme 2018 and 3i
Infotech Employee Stock Option Plan 2023 are currently active.

The Company’s existing Employee Stock Option Schemes are in
full compliance with the Act and the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and there has been
no material change in the said schemes during year. Disclosures
relating to the said schemes as required under the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021,
including details of options granted, vested, and exercised under
the all the schemes, are available on the Company’s website at
the following link: https://www.3i-infotech.com/ investors/ under
Corporate Governance in the Investors’ section.

The Company has received a certificate from the Secretarial
Auditors of the Company that its share-based scheme(s) have
been implemented in accordance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 (formerly
the SEBI (Share Based Employee Benefits) Regulations 2014) and
the same is available for inspection by members in electronic
mode.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted
any deposits from public in terms of the Act. Further, no amount
on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Composition

As of the date of this Report, the Board of Directors
of the Company comprises six members, including

four Independent Directors (one of whom is a woman
Independent Director) and two Non-Executive Directors.

The composition of the Board is in compliance with the
provisions the Act and Listing Regulations. The current
Board composition is as follows:

Changes in the Board during the year ended March 31,
2025:

• Dr. Madan Gosavi was appointed as Non-Executive -
Independent Director with effect from May 12, 2024

• Mr. Thompson Gnanam ceased to be the Managing
Director and Global CEO with effect from May 31, 2024.

• Dr. Aruna Sharma was re-designated from Non
Executive - Non Indepedent Director to Non Executive
- Independent Director with effect from March 21,
2025.

• Mr. Ambarish Dasgupta was appointed as Non¬
Executive - Non - Independent Director with effect
from March 21, 2025.

• Ms. Zohra Chatterji retired as an Independent Director
upon completion of her first term of five years with
effect from March 23, 2025.

b) Retirement by Rotation

In accordance with Section 152 (6) and other applicable
provisions of the Act and the Articles of Association of the
Company, Mr. Umesh Mehta (DIN: 09244647) retires by
rotation as a Director at the ensuing AGM and being eligible,
offers himself for reappointment.

Detailed profile of Mr. Umesh Mehta along with additional
information required under Regulation 36(3) of the Listing
Regulations and Secretarial Standard on General Meetings
(SS-2) is provided separately by way of an Annexure to the
Notice of the AGM which forms part of this Report.

c) Key Managerial Personnel

As on March 31, 2025, following are the Key Managerial
Personnel of the Company:

Changes in the KMP during the year ended March 31, 2025:

• Mr. Thompson Gnanam ceased to be the Managing
Director and Global CEO effective from May 31, 2024.

• Mr. Raj Ahuja was appointed as the Acting Chief
Executive Officer effective from August 14, 2024.

• Mr. Sanjay Rawa ceased to be Chief Financial Officer
effective from October 30, 2024.

• Mr. Vaibhav Somani was appointed as the Acting Chief
Financial Officer effective from January 29, 2025.

• Mr. Harish Shenoy re-designated from Chief
Operating Officer and Chief Risk Officer - Professional
Services to Business Head - USA effective from
October 30, 2024. He ceased to be Key Managerial
Personnel effective July 31, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from each Independent
Directors as per provisions of Regulation 25(8) of the Listing
Regulations and Section 149 (7) of the Act, that he / she meets
the criteria of independence laid down in Regulation 16(1)(b) read
with Regulation 25(8) of the Listing Regulations and Section 149
(6) of the Act.

NUMBER OF BOARD MEETINGS

There were nine meetings of the Board of Directors held
during the year. The details of the same are given in Corporate
Governance Report section that forms part of this Report. The
intervening gap between two consecutive Board Meetings did
not exceed 120 days.

POLICIES AS PER THE LISTING REGULATIONS

The Listing Regulations mandated all listed companies to
formulate certain policies. These policies are available on the
website of the Company at https://www.3i-infotech. com/
investors/ under “Corporate Governance” in the Investors’
section. The policies, list of which is given below, are reviewed
periodically by the Board and amended from time to time:

• Whistle Blower Policy;

• Policy on Remuneration of Directors, Key Managerial

Personnel and other Employees;

• Corporate Social Responsibility Policy;

• Policy for determining Material Subsidiaries;

• Policy for determination of Materiality of event or information;

• Policy on Materiality of Related Party Transactions and
dealing with Related Party Transactions;

• Policy and Procedure for Inquiry in the event of leak or
suspected leak of Unpublished Price Sensitive Information;

• Dividend Distribution Policy;

• Risk Management Policy;

• Policy for Board Diversity;

• Policy for Preservation of Documents; and

• Policy for Prohibition of Fraudulent and Unfair Trade
Practices relating to securities.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Company has put in place a policy on Remuneration of
Directors, KMP and other employees including criteria for
determining qualifications, positive attributes, independence of
directors and other matters provided under Section 178 of the
Act, the Policy can be viewed on the website of the Company
by accessing the following link: https://www.3i-infotech.com/wp-
content/ uploads/downloads/2020/11/Policy-on-Remuneration-of-
Directors-KMP-other-employees.pdf

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
AND COMMITTEES

The Company has in place Board Evaluation Framework, duly
approved by the Nomination and Remuneration Committee
in compliance with the provisions of the Act and the Listing
Regulations. This framework sets out the process and criteria
for evaluating the performance of Non-Executive Directors,
Independent Directors, the mandatory Committees, and the
Board as a whole, based on the parameters specified in the
Listing Regulations.

A detailed note on the evaluation process is provided in the
Corporate Governance Report, which forms part of this Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

As per provisions of the Listing Regulations and the Act, the
Company has formulated Familiarisation Programme for
Independent Directors. The same is available on the website
of the Company at https://www.3i-infotech.com/wp-content/
uploads/2022/10/Familiarization-programee-for-independent-
directors.pdf.

At the time of appointment of an Independent Director, the
Company issues a formal letter of appointment to an Independent
Director outlining his / her role, function, duties, responsibilities,
etc. The terms and conditions for appointment of Independent
Directors are also available on the website of the Company at the
location mentioned above.

The Board Members are provided with necessary documents
/ brochures, reports and internal policies to enable familiarising
them with the Company’s procedures and practices. Periodic
presentations are made at the Board Meetings on business
performance updates of the Company, global business
environment, business strategy and risk involved.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has 5 (five) mandatory and 3
(Three) non-mandatory committees:

a) Mandatory Committees

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders’ Relationship Committee;

iv. Risk Management Committee; and

v. Corporate Social Responsibility Committee

b) Non-Mandatory Committees

i. Investment Committee;

ii. Product Innovation Sub-Committee; and

iii. Sub-committee on Legacy Matters of the Audit
Committee.

A detailed note on the composition of the Board and its
committees is provided in the Corporate Governance
Report.

VIGIL MECHANISM

In line with the provisions of the Act and the Listing Regulations,
the Company has devised and implemented a vigil mechanism
in the form of “Whistle Blower Policy” which provides a formal
mechanism for all Directors and employees of the Company to
make protected disclosures regarding the unethical behaviours,
actual or suspected fraud or violation of the Company’s Code
of Conduct. The Directors and employees may approach the
Chairman of the Audit Committee, in exceptional cases. As per
the Policy, the Company has an internal committee comprising
of the Head-HR and the Compliance Officer of the Company to
oversee the functioning of the vigil mechanism as mandated by
the Act and assist the Audit Committee thereunder. The Whistle
Blower Policy framed by the Company is available on the website

of the Company at https://www.3i-infotech.com/wp-content/
uploads/2023/05/Whistle-Blower-Policy-revised-04.05.23.pdf

During the year under review, the Company has not received any
complaint through Vigil Mechanism.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements presented by the
Company include the financial results of its subsidiary companies,
associates and joint ventures and form part of this Report. The
Consolidated Financial Statements have been prepared in
accordance with the Ind AS.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR
ADEQUACY

The Company has implemented adequate procedures and
internal controls which provide reasonable assurance regarding
reliability of financial reporting and preparation of financial
statements. The Company also ensures that internal controls are
operating effectively.

STATUTORY AUDITORS

During the year under review, M/s C K S P & Co LLP, Chartered
Accountant (FRN: 131228W/W100044) were appointed as
Statutory Auditors of the Company to fill the casual vacancy
caused by the resignation of M/s. GMJ & Co., Chartered
Accountant (Reg. No. 103429W) with effect from October 30,
2024 to hold office as the Statutory Auditors from October 30,
2024 till the conclusion of the 32^nd Annual General Meeting of the
Company.

Further, the Board has approved the re-appointment of M/s. C K
S P & Co. LLP, Chartered Accountants as Statutory Auditors of
the Company for term of five years, starting from the conclusion
of the 32^nd Annual General Meeting till the conclusion of the
37^th AGM of the Company to be held in the calendar year 2030,
subject to approval of the shareholders at the ensuing Annual
General Meeting.

The Company has received confirmation from them that they are
not disqualified to be re-appointed as Statutory Auditors of the
Company.

STATUTORY AUDITOR’S REPORT

The Auditor’s Report does not contain any qualifications, adverse
remarks, reservations or disclaimer on Standalone Audited
Financial Statements for the financial year ended March 31, 2024.
However, the Statutory Auditor has issued qualified opinion in the
Audit report for the Consolidated Financial Statements for the
financial year ended March 31, 2025, the statement on Impact of
audit qualifications is appended as Annexure 3

SECRETARIAL AUDITOR’S REPORT

Pursuant to the provisions of Section 204 of the Act and
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed M/s. SAP
& Associates, Practicing Company Secretaries, to undertake
the Secretarial Audit of the Company for the FY 2024-25. The
Secretarial Audit Report is appended as Annexure 4 to this
Report. With reference to the disclosure of facts reported in
the Secretarial Audit Report, the explanations are provided in
Annexure 4A.

In compliance with Regulation 24A of Listing Regulations, the
Secretarial Audit Reports of Material Indian Unlisted Subsidiaries
issued by M/s. SAP & Associates, is also appended as Annexure
4B and 4C.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the statutory auditor nor
the secretarial auditor has reported to the Audit Committee any
instances of fraud committed against the Company by its officers
or employees under Section 143(12) of the Act.

SECRETARIAL STANDARDS

In terms of Section 118(10) of the Companies Act, 2013, the
Company complies with all the mandatory secretarial standards
issued by the Institute of Company Secretaries of India as may
be applicable.

LISTING ON STOCK EXCHANGES

The Company’s equity shares are listed on BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE).

CONSERVATION OF ENERGY:

Although the operations of the Company are not energy-intensive,
the management is highly conscious of the criticality of the
conservation of energy at all operational levels. The requirement
of disclosure of particulars with respect to conservation of energy
as prescribed in Section 134(3)(m) of the Act read with Rule 8(3)
of the Companies (Accounts) Rules, 2014, is not applicable to the
Company and hence are not provided.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

The Company continues to use the latest technologies to
improve the productivity and quality of its services and solutions.
During the year, the Company has taken the following technology
initiatives.

a) Enhance Efficiency through Automation: automated
IT support functions to improve delivery processes and
increase efficiency.

b) Innovate and Collaborate: Strengthen solutions through
technological innovation, strategic collaborations, and
acquisitions.

c) Forge Strategic Partnerships: Partner with leading
technology providers to develop successful go-to- market
strategies.

d) Explore Growth Opportunities: Embrace Secure Access
Service Edge (SASE), cloud technologies, and intelligent
automation to unlock multi-dimensional growth areas.

e) Initiate Digital Transformation: Launch upskilling
programs across end users and support team to drive
digital transformation initiatives and enhance IT capabilities
within the Company.

Key Achievements

a) Consolidate IT Infrastructure: Transition to cloud- based
solutions to minimise reliance on physical hardware servers
and network devices, enhancing operational efficiency.

b) Implement Continuous Security Monitoring and

Assessment: Regularly apply security patches, upgrade
antivirus software, and conduct annual Vulnerability
Assessment and Penetration Testing (VAPT) to proactively
address security threats.

c) Enable Multi-Factor Authentication (MFA): Activate MFA
for all Microsoft Office 365 users within 3i to bolster account
security.

d) Enhance User Access Restrictions: Limit access for local
administrators and the Administrator group to strengthen
user access controls.

e) Upgrade Server Operating Systems: Ensure all server
operating systems are up-to-date with the latest versions to
improve security measures.

QUALITY AND REGULATORY MANAGEMENT

CMMi Level 5 - 3i Infotech has reached new heights in quality with

attainment of CMMi Level 5 where quality meets mastery

Quality & Regulatory Management Objectives: Ensuring

compliance with Industry Best Practices

a) Promoting a quality and compliance culture across the
organisation.

b) Identifying and implementing regulatory requirements
relevant to core business activities.

c) Achieving and maintaining product/service conformity and
acceptance throughout their lifecycle.

d) ISO Certification Details: Effective implementation of Below
ISO Standards

• ISO 9001:2015 QMS

• ISO 27001:2013 ISMS (Information Security
Management System)

• ISO 20000:2018 ITSM (IT Service Management)

RESEARCH AND DEVELOPMENT (R & D):

The Company’s R&D investments are focused on building a
future-ready enterprise tech stack. The Company is actively
developing IP-led, AI-first platforms that deliver real-time insights,
automation, and cloud transformation at scale.

Key R&D initiatives include

a) Embedding AI and ML in enterprise applications (e.g.,
Flexib , CXO Cockpit, Demand Forecasting Engines).

b) Building scalable vertical platforms such as NuRe Campus
for Education and Insurance CoEs.

The Company’s innovation roadmap is closely tied with business
needs across sectors, and its delivery is anchored by a certified
and cross-skilled talent pool with 50% automation-certified and
80% infra-certified resources.

The Company continues to expand its recognitions across
Everest Group and Gartner, reinforcing its credibility as a trusted
transformation partner for mid-sized enterprises.

Expenditure on R & D:

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Activities relating to exports, initiatives taken to
increase exports, development of new export markets
for products and services and export plans

Around 13% of the revenue of the Company is derived from
exports.

b) Foreign Exchange earnings and expenditure

Details of earnings and expenditure in foreign currency
(excluding earnings and expenditure of UAE Branch) during
the year are as below:

PERSONNEL

The Company has continued to improve the quality of Human
Resource. The key facet has been better levels of productivity as
compared to earlier years which has contributed to operating
financial parameters showing a strong uplift. Regular interactions
and career enhancements by way of bigger roles to talented
employees have helped in strengthening the confidence of the
employees in the tough financial scenario of the Company. The
talent pipeline is looking healthy though attrition and retention
remains a challenge for the industry and more so for the
Company.

The Company will continue to focus and build the human
potential which would help in improving operating parameters in
the coming years.

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement
showing the names and other particulars of the employees
drawing remuneration in excess of the limits set out in the said
rules is provided in a separate annexure forming part of this
Report. Having regard to the provisions of the first provision
to Section 136(1) of the Act, the Annual Report excluding the
aforesaid information is being sent to the Members of the
Company. In terms of Section 136 of the Act, the said annexure is
open for inspection at the Registered Office of the Company. Any
shareholder interested in obtaining a copy of the same may write
to the Company Secretary.

Disclosures pertaining to the remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in this Report as Annexure 5.

Compliance under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy aiming at prevention of sexual
harassment at all workplaces of the Company in line with the
requirements of Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules
made thereunder. All employees (permanent, contractual,
temporary, trainees) are covered under this Policy. The Company
has complied with provisions relating to constitution of Internal
Complaints Committee by setting up such Committee in
the Company in accordance with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 to consider and redress complaints received
with respect to sexual harassment. Details of complaints received
and disposed of during FY 2024-25 are mentioned below.

Compliance under the Maternity Benefit Act, 1961

The Company affirms that it has duly complied with the provisions
of the Maternity Benefit Act, 1961 during the financial year. All
eligible employees, if any, were provided maternity benefits as
prescribed under the Act, and the Company continues to ensure
a supportive work environment for women employees during
and after maternity.

RISK MANAGEMENT

Risk Management is an integral and important component
of Corporate Governance. The Company has developed and
implemented a comprehensive Risk Management Framework
for the identification, assessment and monitoring of key risks
that could adversely impact the Company’s goals and objectives.
This framework is periodically reviewed by the Risk Management
committee of the Company. The Audit Committee of the Board
has additional oversight in the area of financial risks and controls.
The Company is committed to continually strengthen its Risk
Management framework in order to protect the interests of
stakeholders.

CREDIT RATINGS

As the Company has not availed any credit facility, the Company
is not required to obtain a credit rating.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company
has constituted a CSR Committee. A brief outline of the CSR
policy of the Company and the statutory disclosures with respect
to CSR Committee and an Annual Report on CSR activities for FY
2024-25 as required under Rule 8 (1) of the CSR Rules are set out in
Annexure 6 of this Report. The CSR Policy as recommended by
CSR Committee and as approved by the Board is available on
the website of the Company at https://www.3i-infotech.com/
wp-content/uploads/2025/03/Corporate-Social-Responsibility-
Policv.pdf

During the year, the Company has not spent any amount on CSR
activities.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central
Government under the provisions of Section 148(1) of the Act is not
required for the business activities carried out by the Company.

INSOLVENCY AND BANKRUPTCY

No application made or processing is pending against the
Company under the Insolvency and Bankruptcy Code, 2016
during the year under the review.

DISCLOSURE OF ONE TIME SETTLEMENT OF LOAN

There is no incidence of one-time settlement in respect of any
loan taken from Banks or Financial Institutions during the year.
Hence, disclosure pertaining to difference between amount of
the valuation done at the time of one-time settlement and the
valuation done while taking loan is not applicable.

FUTURE OUTLOOK

The business outlook and the initiatives proposed by the
management to address its financial risks have been discussed in
detail in the Management Discussion and Analysis Report which
forms a part of the Annual Report and is annexed elsewhere in
the report.

ACKNOWLEDGEMENTS

The Directors are thankful to the shareholders for their confidence
and continued support. The Directors are grateful to the Central
and State Government, Stock Exchanges, Securities & Exchange
Board of India, Reserve Bank of India, and other government
authorities and last but not the least, its trusted customers for
their continued support.

The Directors would also like to express their sincere thanks
and appreciation to all the employees for their commendable
teamwork and professionalism.

For and on behalf of the Board

CA Uttam Prakash Agarwal

Non-Executive Chairman and
Date: July 31, 2025 Independent Director

Place: Navi Mumbai (DIN: 00272983)