The Directors present the Thirty-Third Annual Report (the “Report”) of the Company along with the Audited Financial Statements
for the Financial Year ended March 31, 2026.

FINANCIAL PERFORMANCE OF THE COMPANY ON STANDALONE AND CONSOLIDATED BASIS

The standalone sales and other income for FY 2025-26 stood at ' 381.7 Crores as compared to ' 434.1 Crores in FY 2024-25. On a
consolidated basis, sales and other income for FY 2025-26 amounted to ' 783.7 Crores as against ' 751.8 Crores in previous financial
year. After meeting all expenditures, the Company reported a total comprehensive income of ' 22.2 Crore on a standalone basis and
' 5.7 Crores on a consolidated basis for FY 2025-26, compared to total comprehensive Income of ' 62.4 Crores (standalone) and
' 12.0 Crores (consolidated) in FY 2024-25.

STATE OF THE COMPANY’S AFFAIR

During the year under review, the Company undertook several strategic initiatives aimed at strengthening its capital base, optimising its
organisational structure, enhancing operational efficiency and maximising shareholder value.

a) Fund Raising through Rights Issue

The Company undertaken Rights Issue of equity shares to strengthen its capital base and support its strategic growth initiatives.
The Board of Directors, at its meeting held on May 14, 2025, approved the proposal to raise funds through a Rights Issue of up to
' 100 Crores, which was executed in accordance with applicable provisions of the Companies Act, 2013 (the “Act”) and SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing Regulations”).

The Company offered 3,77,08,165 fully paid-up equity shares of face value ' 10/- each at an issue price of ' 17/- per share (including
a premium of ' 7/- per share), aggregating to ' 64.10 Crores on rights issue basis to the eligible equity shareholders. The rights
entitlement ratio was fixed at 2 (two) equity shares for every 9 (nine) fully paid-up equity shares held by the eligible shareholders as
on the record date, i.e., September 26, 2025.

The issue was oversubscribed by 1.47 times, demonstrating strong shareholders participation. The Company allotted 3,77,08,165
fully paid-up equity shares to the eligible equity shareholders on a rights basis on October 28, 2025. The successful completion of
the Rights Issue reflects the continued confidence of shareholders in the Company’s strategic direction and future prospects.

b) 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 subsidiaries 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 of the Company, at its meeting held
on March 20, 2025, approved a Scheme of Amalgamation
pursuant to the applicable provisions of the Act. 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 aforesaid Scheme of
Amalgamation was filed with the Hon’ble National Company
Law Tribunal (NCLT) on June 30, 2025, and the approval of
the Hon’ble NCLT is currently awaited.

• Simplification of Organisation Structure by
Voluntary Closure of Offshore Subsidiaries

> V uring the year, four dormant offshore subsidiaries
(three in the UK and one in Singapore) were
dissolved.

The Board of Directors of the Company, at its meeting
held on January 29, 2025, had approved the voluntary
closure of 3i Infotech Saudi Arabia LLC. Based on
further legal evaluation and consultations in the
Kingdom of Saudi Arabia, the Company reassessed
the closure approach and determined that voluntary
liquidation is permissible only for solvent entities
under the applicable laws. In view of the financial
position of the subsidiary, voluntary liquidation was

not considered a viable option. Accordingly, the
Board of Directors of the Company at its meeting
held on August 13, 2025, approved the revision of the
closure strategy from voluntary liquidation to initiation
of bankruptcy proceedings, in compliance with the
applicable Saudi Bankruptcy Law and with a view to
safeguard the interests of stakeholders.

The Company is presently in the process of filing
bankruptcy proceedings for the said subsidiary
in accordance with the regulatory framework in
Kingdom of Saudi Arabia.

Further, the Board of Directors of the Company at its
meeting held on May 8, 2026, approved the closure
of 3i Infotech Netherlands B.V., a step-down wholly
owned subsidiary of the Company, as the entity has
remained dormant.

• Loan restructuring among Company’s wholly owned
subsidiaries

During the year under review, the Sub-Committee on Legacy
Matters reviewed the long outstanding inter-corporate
loans (originating from year 2011) availed by 3i Infotech Inc.,
USA, a material step down wholly owned subsidiary of the
Company, from the group entities in Mauritius, Singapore
and Malaysia. The Sub-committee on Legacy Matters
advised that periodic renewal of these loans would not
provide a sustainable resolution to the underlying issue
and recommended implementation of a comprehensive
restructuring plan to achieve a definitive closure.

Based on recommendations of the Sub-committee on
Legacy Matters, the Audit Committee approved the
restructuring framework for the aforesaid long-outstanding
inter-corporate loans. This framework contemplates
waiver of entire accrued interest, conversion of outstanding
principal into share capital and/ or additional paid-in capital,
subject to valuation and applicable regulatory approvals,
if any and evaluation of capital reduction measures, with
a view to optimize the capital structure of concerned
subsidiaries.

The implementation of the restructuring framework is being
carried out in phased manner in compliance with applicable
regulatory requirements across relevant jurisdictions.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to the

general reserve by the Company.

DIVIDEND

Although the Company has reported a profit as of March 31,
2026, the Directors regret to state their inability to recommend
any dividend on equity shares for the financial year ended March
31, 2026 as per provisions of Section 123 of the Companies Act,
2013 (“the Act").

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 solutions provider enabling
enterprise transformation through a combination of digital
innovation, automation, and cloud-led services. With a legacy
spanning over three decades, the Company continues to evolve
its capabilities across cloud, cybersecurity, automation, data, and
AI-driven analytics.

Headquartered in India, the Company operates across North
America, APAC, South Asia, and the Middle East, serving a
diverse base of 250 active clients across industries including
BFSI, Government, Manufacturing, Telecom, Healthcare, Retail,
Education, and Media & Entertainment.

During FY 2025-26, the Company initiated a strategic shift
towards a Centre of Excellence (“CoE”) -led operating model,
aimed at strengthening domain depth, accelerating solution
innovation and driving a use case-led go-to-market approach.
This transformation is designed to enhance scalability, improve
win ratios, and align offerings more closely with evolving client
requirements.

The Company’s services are structured across four key business
segments:

1. 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.

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

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

Platforms

NuRe™ is the Company’s unified brand for its cloud-
first, AI-powered platforms and solutions. It represents
the Company’s strategic focus on building scalable,
offerings tailored to specific industry needs.

Key platforms under the NuRe umbrella include:

• NuRe Campus: A cloud-based ERP platform for
higher education institutions, enabling end-to-end
digital campus management

• NuRe Flexib : A digital-first test automation
platform designed to accelerate and secure
application testing across the lifecycle

• NuRe EnGRC: A modular platform for enterprise
risk, governance, and compliance management

The NuRe platform strategy reflects the Company’s
focus on transitioning from pure services to integrated
solutions combining platforms, services, and automation.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

As on March 31, 2026, there were twenty-three (23) wholly-owned
subsidiaries (including step-down wholly-owned subsidiaries)
and two (2) subsidiaries of the Company. It may be noted that
during the year, the following wholly-owned subsidiaries have
been dissolved:

The investment in Process Central Limited, a dormant joint
venture, was written off. Consequently, the said joint venture is
not required to be reported. Further details are set out in Note 33
to the Consolidated Financial Statements.

The Board of Directors of the Company at its meeting held on
May 8, 2026, approved the incorporation of new step-down
wholly owned subsidiary in Thailand through 3i Infotech Holdings
Private Limited, Mauritius, to carry out professional IT services
and allied activities in compliance with applicable local laws.

As per the first proviso to the Section 129(3) of the Act read with
Rule 5 of the Companies (Accounts) Rules, 2014, the statement
containing salient features of the financial statements of

subsidiaries 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 the 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 STATEMENTS

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, 2026 and of the profit 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 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 statements 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 FY 2025-26.

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/2026/02/Policy-on-Materiality-of-
Related-Party-Transactions-and-Policy-on-Dealing-with-Related-
Party-Transactions.pdf

The details of related party transactions that were entered during
FY 2025-26 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

As reported in the previous year’s Directors’ Report, the Company
had undertaken forensic audit in respect of certain legacy
matters pertaining to the period prior to March 31, 2021 under
the erstwhile management. The Company had engaged M/s.
Shridhar & Associates, Chartered Accountants, as an external
consultant to conduct the forensic audit and the final report
submitted by them was reviewed and accepted by the Board of
Directors at its meeting held on January 29, 2025.

Based on the findings and observations of the final report,
there were no further implications or adverse financial impact
on the financial and operational position of the Company, other
than those already appropriately accounted for in the financial
statements.

Pursuant to the recommendations of the Audit Committee and
based on legal opinions obtained, the Board of Directors, at its
meeting held on May 14, 2025, constituted the High-Powered
Committee comprising Hon’ble Dr. Justice Satish Chandra (Retd.),
former Judge of the Allahabad High Court, Dr. Reeta Vasishta,
former Law Secretary, Ministry of Law and Justice, Government
of India, and Mr. B.N. Sahoo, former Executive Director of the
Securities and Exchange Board of India (SEBI), to review the legal
opinions and advise on the appropriate course of action.

The High-Powered Committee submitted its report to the
Company on November 05, 2025. The Board of Directors of the
Company, at its meeting held on November 12, 2025 reviewed
and accepted the report, including its recommendations and
accordingly decided to initiate appropriate legal actions.

Accordingly, the Company filed complaint with Additional
Commissioner of Police, Economic Offences Wing, Belapur Police
on February 03, 2026 with the SEBI on February 12, 2026 to
investigate this matter.

The matter is currently under investigation. The Company
continues to monitor the progress of the same and will take such
further actions as may be deemed necessary.

RISK, GOVERNANCE AND COMPLIANCE MATTERS

The Sub-committee on Legacy Matters of the Audit Committee
observed certain long-standing non-compliances under various
FEMA regulations.

Despite continued efforts and progress made during the year,
most of the previously reported non-compliances continue
to persist. This is primarily attributable to challenges relating
to inadequate documentation, lack of sufficient historical
explanations and changes in personnel over the period from
2005 to 2019. Consequently, APR filing compliance continues to
be on hold for the years following 2019.

The status of key matters is as follows:

a) Overseas investments

• APR filing and related approvals continue to be
pending.

• Updating Project Profile.

• Reporting of WOS and SDS

• Reporting of transfer, divestment and closure of
various subsidiaries and group entities, along with
certain specific transactions.

• Application for UIN

b) Current account

• Reconciling outstanding entries in EDPMS and
P0103.

The Company has been actively engaged with its Authorised
Dealer (AD) Bank to resolve long-pending APR related matters.
Despite initiating discussions and seeking guidance from them,
the resolution process has been impacted due to challenges in
retrieving historical data, primarily arising from system limitations
and changes in teams.

The Company has formally acknowledged the non-compliance
and has ensured its intent to regularise the matter by requesting
the AD bank to escalate the issue to the Reserve Bank of India
(RBI). However, the AD bank has maintained that escalation would
require submission of the relevant historical data, which remains
unavailable despite sincere efforts.

In view of the continuous non-cooperation from AD bank, the
Company has directly reached out to the RBI (FEMA Department),
explaining the situation and highlighting the difficulties faced due
to limited cooperation and support from the AD bank.

The Company has requested guidance from RBI on the
appropriate course of action and has expressed its willingness to
participate in discussions to resolve the matter in a transparent
and compliant manner.

Considering our request, RBI instructed the AD Banks to engage
with 3i Infotech and consolidate all the details of the outstanding
FEMA compliance issues and submit its report to RBI.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS

During the year under review, no significant and material orders
passed by 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 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 SUSTAINABILITY REPORT
(BRSR)

As per Regulation 34 of the Listing Regulations, BRSR for FY 2025¬
26 is appended herewith as Annexure 2.

ANNUAL RETURN

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

CAPITAL

a) Preference Share Capital:

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

b) Equity Share Capital:

Allotment under Rights Issue

The Company has allotted 3,77,08,165 fully paid-up equity
shares to the eligible equity shareholders on right basis on
October 28, 2025, in the ratio of 2 (two) equity shares for
every 9 (nine) fully paid-up equity shares held as on the
record date, i.e., September 26, 2025.

Allotment under Employee Stock Options Scheme

During the year under review, the Company has, on various
dates, allotted in all 68,360 fully paid-up equity shares under
Employee Stock Option Scheme 2018.

Considering the above allotments, the issued, subscribed and
paid-up capital of the Company as on March 31, 2026 stood at
'. 20,74,037,670/- consisting of 20,74,03,767 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, 2026, 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 (formerly the SEBI
(Share Based Employee Benefits) Regulations 2014) (“SEBI SBEB
Regulations”). Of these 3 schemes, Employee Stock Option
Scheme 2018 (“ESOS 2018”) and 3i Infotech Employee Stock
Option Plan 2023 (“ESOP 2023”) are currently active.

The Company’s existing Employee Stock Option Schemes are in
full compliance with the Act and the SEBI SBEB Regulations and
there has been no material change in the said schemes during
year. A certificate from the Secretarial Auditors confirming the
same has been obtained and will be available for inspection by
the members in electronic mode during the AGM. Disclosures
relating to the said schemes as required under the SEBI SBEB
Regulations, including details of options granted, vested, and
exercised under the all the schemes, are available on the
Company’s website at link: https://www.3i-infotech.com/esop/.

During the year under review, pursuant to the Rights Issue,
appropriate adjustments were carried out under the ESOS 2018
and ESOP 2023, in accordance with the applicable provisions
of the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, to ensure fair and equitable treatment of option
holders. In this context and based on the recommendation of the
Nomination and Remuneration Committee, the Board of Directors
of the Company approved extension of the validity of ESOS 2018
from July 31, 2023 to July 31, 2028, to facilitate such adjustments
and ensure continuity of benefits to eligible employees.

Further, the Board of Directors of the Company has recommended
to the members at this ensuing AGM, modifications to the ESOP
2023, relating to revision in vesting schedule and performance-
based vesting criteria, in line with the Company’s compensation
philosophy and long-term incentive strategy.’

PUBLIC DEPOSITS:

During the year, the Company has not invited / accepted any
deposit under Sections 73 and 76 of the Act.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Composition

As on 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 of the Act and Listing Regulations. The current
Board composition is as follows:

*Re-appointed as Non-Executive Independent
Director for second term of five consecutive years,
commencing from April 1, 2026 to March 31, 2031.

Note:

Mr. Sanjay Vatsa (DIN: 05242096) has been appointed
as Non-Executive Director of the Company, with
effect from July 24, 2026, subject to approval of
shareholders at the ensuing AGM.

b) Retirement by Rotation:

I n accordance with Section 152 (6) and other applicable
provisions of the Act and the Articles of Association of the
Company, Mr. Ambarish Dasgupta (DIN: 00160744) retires
by rotation as a Director at the ensuing AGM and has
not offered himself for re-appointment as Director of the
Company.

c) Key Managerial Personnel

As on March 31, 2026, following are the Key Managerial
Personnel (''KMP”) of the Company:

Changes in the KMP during the year ended March 31, 2026:

• Mr. Raj Ahuja was re-designated from Acting Chief
Executive Officer to Group Chief Executive Officer
with effect from November 12, 2025.

• Mr. Kalpesh Shah was appointed as Chief Financial
Officer with effective from November 13, 2025.

• Mr. Vaibhav Somani ceased to be Acting Chief
Financial Officer effective from November 12, 2025.

• Mr. Harish Shenoy ceased to be KMP and SMP
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

Six meetings of the Board of Directors were held during the year
under review. 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:

• Code of Conduct for Prevention of Insider Trading by
Designated Persons;

• Code of Conduct for Board of Directors and Senior
Management;

• Policy on Remuneration of Directors, KMP, SMP and
other Employees and Succession Planning;

• 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;

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

• Whistle Blower Policy.

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 link: https://www.3i-infotech.com/wp-content/
uploads/2025/08/Policy-on-Remuneration-of-Directors-KMP-
Other-Employees-including-Succession-Planning.pdf

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
AND COMMITTES

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/2026/03/Familiarization-programme_-
IDs_2025-26.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, 2026, the Board has five (5) mandatory and three
(3) non-mandatory committees

a) Mandatory Committees

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders’ Relationship Committee;

iv. Risk Management Committee

v. Rights Issue Committee

vi. Corporate Social Responsibility Committee; and

b) Non-Mandatory Committees

i. Investment Committee;

ii. Products 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
Group HR Head, the Company Secretary and Chief Risk 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/2026/05/Whistle-Blower-Policv.pdf

During the year under review, the Company has received one
complaint under Vigil Mechanism on March 31, 2026. The said
complaint was duly investigated and appropriately addressed
and the matter was closed on May 14, 2026.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements presented by the
Company include the financial results of its subsidiary companies
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.

AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

M/s. C K S P & Co LLP, Chartered Accountants (FRN: 131228W/
W100044), were re-appointed as the Statutory Auditors of the
Company for a term of 5 (five) consecutive years, commencing
from the conclusion of the 32^nd AGM till the conclusion of the
37^th AGM of the Company to be held in the calendar year 2030,
at such remuneration as may be determined by the Board of
Directors of the Company.

The Company has received confirmation from the Auditors that
they are not disqualified from being appointed as the Statutory
Auditors of the Company in terms of the applicable provisions.

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, 2026.
However, the Statutory Auditor has issued qualified opinion in the
Audit report for the Consolidated Financial Statements for the
financial year ended March 31, 2026, the statement on Impact of
audit qualifications is appended as Annexure 3.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 read with Regulation 24A of the Listing Regulations,

M/s. SAP & Associates, Practicing Company Secretaries was
appointed as the Secretarial Auditor of the Company for a term
of five consecutive financial years, commencing from FY 2025¬
26 till FY 2029-30, at the 32^nd AGM held on September 10, 2025,
to undertake the Secretarial Audit of the Company. M/s. SAP &
Associates has confirmed that they have not disqualified from
continuing as the Secretarial Auditor of the Company.

The Secretarial Audit Report issued by M/s. SAP & Associates for
financial year ended March 31, 2026 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, Practicing Company Secretaries,
are also appended as Annexure 4B and 4C.

REPORTING OF FRAUD BY AUDITORS

As per the details provided under the separate heading “Forensic
Audit” in this Report, the Board of Directors of the Company at its
meeting held on November 12, 2025, reviewed and accepted the
High Powered Committee report, including its recommendations
and decided to initiate appropriate legal actions.

In view of above, in accordance with the provisions of Section
143(12) of the Act, the Statutory Auditors of the Company also
reported the matter involving fraud to the Audit Committee,.
Thereafter, as required by the provisions, the statutory auditors
filed a report with the Ministry of Corporate Affairs in Form ADT-4
on February 25, 2026.

SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, 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 and
National Stock Exchange of India Limited.

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 strengthen its technology landscape
by adopting emerging digital technologies, modernizing
enterprise platforms, and investing in innovation-led solutions
that enhance customer experience, operational resilience,
and business agility. During the year, strategic initiatives were
undertaken across automation, cloud transformation, artificial
intelligence, cybersecurity, and enterprise modernization to
support sustainable growth and long-term competitiveness.

Technology Initiatives

a) Intelligent Automation and Operational Excellence

The Company expanded the adoption of intelligent
automation across internal operations and customer
delivery functions, streamlining service management
processes, improving operational efficiency, reducing
turnaround times, and enhancing service quality.

b) AI-Driven Innovation

The Company accelerated the adoption of Artificial
Intelligence and Generative AI capabilities across enterprise
platforms and business solutions. Investments were
focused on developing AI-powered products, intelligent
analytics, automation frameworks, and domain-specific
use cases to deliver measurable business outcomes for
customers.

c) Strategic Technology Ecosystem

The Company strengthened its technology ecosystem
through strategic partnerships with leading global
technology providers, enabling integrated solutions across
cloud, cybersecurity, data analytics, automation, and
enterprise applications while expanding its go-to-market
capabilities.

d) Cloud and Digital Transformation

The Company continued to modernize its technology
landscape by accelerating cloud adoption, application
modernization, infrastructure transformation capabilities,
supporting secure and scalable digital operations.

e) Digital Capability Development

Recognizing that technology transformation is driven by
people, the Company continued to focus in structured
learning and certification programs to strengthen
competencies in AI, cloud computing, cybersecurity,
automation, and digital platforms across technical and
business teams.

Key Technology and Cyber Resilience Initiatives

a) Infrastructure Modernization

The Company continued the consolidation and
modernization of its infrastructure by reducing dependency
on legacy platforms, enhancing scalability, improving
operational resilience, and enabling greater automation
across IT operations.

b) Cybersecurity Strengthening

Cybersecurity is a strategic priority. The Company is
enhancing its security posture through vulnerability
assessments, penetration testing, timely security patching,
endpoint protection enhancements, proactive threat
monitoring, security awareness initiatives, and continuous
review of security controls to strengthen cyber resilience.

c) Identity and Access Security

Privileged access governance and administrative access
controls are being strengthened through the principle of
least privilege and periodic access reviews.

d) Infrastructure Security Enhancement

The Company is upgrading server operating systems,
security platforms, and supporting infrastructure to
current supported versions, improving system reliability,
performance, and security.

e) Continuous Improvement

The Company continues to review and strengthen its
technology governance, cybersecurity framework,
operational processes, and risk management practices
to address the evolving threat landscape, regulatory
expectations, and business requirements.

QUALITY AND REGULATORY MANAGEMENT

The Company remains committed to maintaining the highest
standards of quality, governance, information security, and
regulatory compliance through robust management systems,
continuous process improvement, and enterprise-wide
governance practices.

Process Excellence

The Company continues to operate with a mature process
framework, supported by its CMMI Level 5 appraisal,
demonstrating organizational capability in delivering predictable,
high-quality, and continuously improving services.

Quality and Regulatory Objectives

The Company’s Quality and Regulatory Management framework
focuses on:

i) Promoting a culture of quality, governance, and
continuous improvement across the organization.

ii) Ensuring compliance with applicable statutory,
regulatory, contractual, and industry requirements.

iii) Delivering reliable, secure, and high-quality products
and services throughout their lifecycle.

iv) Strengthening enterprise governance through risk-
based quality management, information security, and
operational controls.

Certifications and Compliance

The Company continues to maintain internationally recognized
management systems and compliance programs, including:

i) ISO 9001:2015 - Quality Management System

ii) I SO/IEC 27001:2022 - Information Security Management
System

iii) ISO/IEC 20000-1:2018 - IT Service Management System

iv) Cybersecurity governance and security control
implementation.

v) Compliance initiatives aligned with the Digital Personal
Data Protection Act, 2023 (DPDPA)

vi) SOC 2 Type II certification program (Security and Privacy
Trust Services Criteria) currently in progress.

RESEARCH AND DEVELOPMENT (R&D)

The Company’s Research and Development strategy
continues to focus on developing AI-first that enable
intelligent automation, data-driven decision-making, and
digital transformation across industries.

AI and Intelligent Platform Development

The Company continues to enhance its proprietary platforms
through Artificial Intelligence, Machine Learning, and Agentic AI
capabilities, including:

i) Intelligent Document Processing (IDP)

ii) Agentic AI-enabled Digital Assistants

iii) Interactive Analytics Platform

iv) Demand Forecasting and Predictive Analytics Solutions

These initiatives are designed to improve operational
efficiency, business intelligence, customer experience, and
enterprise productivity.

Industry Solutions and Centres of Excellence

The Company continues to strengthen its technology
capabilities through dedicated Centres of Excellence
focused on:

i) Artificial Intelligence and Intelligent Automation

ii) Data Analytics

iii) Application Modernization

iv) Cloud Transformation

v) Information Security

vi) Business Process Services

vii) NuRe Campus for the Education sector

These investments support accelerated innovation, faster
solution delivery, and scalable digital transformation for
customers across multiple industry verticals.

Talent and Capability Development

Innovation is supported by continuous investment in
developing future-ready talent through certification programs,
technical learning, and capability enhancement initiatives. The
Company continues to maintain a highly skilled workforce
with strong expertise across automation, cloud technologies,
cybersecurity, enterprise applications, and AI.

Industry Recognition

The Company continues to be recognized by leading industry
analyst firms, including Everest Group and Gartner, reflecting
its growing capabilities in digital transformation, enterprise
technology services, and AI-led innovation. Such recognition
reinforces the Company’s position as a trusted technology
partner for mid-market and enterprise customers.

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 13.40% 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 and Compliance Officer.

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 2025-26 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.

During the financial year 2026-27, the Company identified potential
cyber security incident on May 16, 2026, involving a suspected
ransomware attack on its IT infrastructure and network. The
independent firm specializing in forensic assessment had been
engaged to investigate the incident and determine its root cause.
The Company has also intimated the incident to the Indian
Computer Emergency Response Team (CERT-In), the Securities
Exchange Board of India and Stock Exchanges in accordance
with applicable requirements.

Based on the assessment carried out, the incident has not
impacted the continuity of the Company’s business and
operations, and there is no material impact on its overall
operations. The Company continues to monitor its systems and
has implemented necessary measures to mitigate any potential
risks and strengthen its cyber security framework.

CREDIT RATINGS

The Company has not availed any credit facility, the Company is
not required to obtained a credit rating.

STATEMENT OF DEVIATION OR VARIATION IN UTILISATION
OF FUNDS RAISED THROUGH RIGHTS ISSUE

The Company undertook the Rights Issue of equity shares
aggregating to '. 64.10 Crores, in terms of the Letter of Offer
dated September 17, 2025. The Audit Committee reviews the
utilisation of the proceeds on a quarterly basis and the proceeds
have been utilised in accordance with the objects stated in the
Letter of Offer with no deviation or variation.

The Company appointed M/s. Infomerics Valuation and Rating
Limited as the Monitoring Agency to monitor the utilisation of
proceeds from the Rights Issue. The Monitoring Agency has
issued its reports for the quarters ended December 31, 2025 and
March 31, 2026, June 30, 2026 confirming that the utilisation of
proceeds is in line with the stated objects of the issue.

Accordingly, pursuant to Regulation 32 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
Company has filed Nil deviation reports, along with the Monitoring
Agency Reports, with BSE Limited and National Stock Exchange of
India Limited on a quarterly basis within the prescribed timelines.
The Monitoring Agency Reports are available on the website of
the Company at: https://www.3i-infotech.com/rights-issue/

As per the objects of the Issue and the proposed schedule of
implementation and deployment of funds disclosed in the Letter
of Offer, the funds raised through Rights Issue were to be fully
utilised by March 31, 2026. However, due to operational reasons,
an amount of ' 8.25 Crores remains unutilised as on March 31,
2026, and is currently maintained in a fixed deposit account of the
Company. Based on recommendation of the Audit Committee,
the Board of Director, through circular resolution passed on
April 30, 2026, ratified the deferment of implementation and
deployment schedule of funds raised through Rights Issue from
March 31, 2026 to September 30, 2026 as per Right Issue Offer
Letter issued by the Company.

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 2025-26 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/downloads/2021/08/

Corporate-Social-Responsibilitv-Policv.pdf

The provisions relating to Corporate Social Responsibility under
Section 135 of the Act were not applicable to the Company
for FY 2025-26, as it did not meet the prescribed thresholds.
Accordingly, the Company was not required to spend any
amount on CSR activities during the year.

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 23, 2026 Independent Director

Place: Navi Mumbai (DIN: 00272983)