Dear Members,

Your Directors are pleased to present the 15th Annual Report of Intellect Design Arena Limited ("the Company" or "Intellect"), together with the Audited Financial Statements for the financial year ended March 31, 2026. The Company enters its twelfth year of business operations a milestone that reflects sustained growth, expanding global presence, and deepening IP-led business model maturity.

1. RESULTS OF OPERATIONS

(In Rs. Million, except EPS data)

In Rs. Million

Table No. 1.2

Note: Exceptional items comprise of Gratuity Provision of Rs. 308 million and the resultant deferred tax of Rs. 77 million in Q3 FY26 (due to new labour codes).

2. STATE OF COMPANY'S AFFAIRS

The consolidated revenue (including other income) for the year ended March 31, 2026 stood at Rs. 31,608 million compared to the previous year's revenue of Rs. 25,770 million. The consolidated Profit after tax for the year ended March 31, 2026 and March 31, 2025 stood at Rs. 3,433 million and Rs. 3,344 million, respectively. The consolidated Reserves and Surplus as of March 31, 2026 stood at Rs. 31,003 million as against Rs. 27,164 million as of March 31, 2025. For FY 26, the Company has not transferred any amount to the General reserve from retained earnings.

3. STRATEGIC BUSINESS PROGRESS

FY26 marked another year of disciplined execution against the Company's long-term strategy of building a global, intellectual property-led financial technology business. The Board continued to focus on strengthening Intellect's market position through sustained investments in innovation, expansion across strategic international markets and deeper engagement with financial institutions undergoing large-scale technology transformation. The Company continued to strengthen its presence across North America, Europe, the Middle East, APAC and India & South Asia, supporting financial institutions as they modernise banking operations and prepare for the next generation of AI-enabled financial services. With customers across 62 countries, Intellect today serves a diverse portfolio of banks, financial institutions and enterprises across developed and emerging markets. A significant strategic priority during the year was the continued evolution of the Company's platform-led business model. Increasingly, customers are engaging with Intellect as a strategic transformation partner rather than for standalone technology implementations. This enables the Company to build deeper, long-term relationships, expand platform adoption across multiple business functions and create sustainable opportunities for future growth. The Company continued to invest in research, product engineering and Artificial Intelligence, further strengthening its competitive positioning. Today, Intellect's technology ecosystem comprises more than 700 microservices, 3,061 APIs, 942 events and over 550 domain-aware Digital

Experts, providing one of the industry's most comprehensive AI-first financial technology platforms. These investments continue to strengthen the Company's ability to support financial institutions as they transition towards intelligent, composable and cloud-native operating models. The Board believes that the Company's disciplined investment philosophy, diversified global presence, differentiated intellectual property and strong customer relationships position Intellect well to capture emerging opportunities in the global financial services technology market while creating sustainable long-term value for shareholders.

4. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of

Company's business.

5. MATERIAL CHANGES AND COMMITMENTS

There has been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

6. DIVIDEND

The Board at its meeting held on May 8, 2026 proposed a final dividend of Rs. 4 plus a special dividend of Rs. 3 per equity share of face value of Rs. 5 each for the financial year ended March 31, 2026, subject to the approval of shareholders at the ensuing Annual General Meeting ("AGM") and if approved would result in the cash outgo of Rs. 978 million. The record date for determining entitlement of shareholders to receive the final dividend has been fixed as Friday, July 24, 2026. The dividend, upon declaration by the shareholders, will be paid on or before Saturday, August 29, 2026.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("Listing Regulations") is uploaded on the Company's website.

The web link of the Dividend Distribution Policy is https://www.intellectdesign.com/investor/general/2018-apr-dividend-distribution-policy.pdf

7. SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTURE

As on March 31, 2026, Your Company has 27 subsidiaries (16 direct and 11 step down subsidiaries) and 3 associate companies. A report on the performance and financial position of each of the subsidiaries and Associates is given in Form AOC-1 in Annexure 1. Pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated audited financial statements of the Company along with relevant documents and separate audited financial statements of each of the subsidiaries are available on the website of the Company.

No other company has become or ceased to be subsidiary, joint venture or associate of the Company.

8. CASH POSITION

Your Company has a cash position of Rs. 12,571 million on a consolidated basis. For the details of breakdown of cash position, please refer to the Management Discussion and Analysis section which forms part of this Report.

9. SHARE CAPITAL

The paid-up capital of the Company increased to Rs.69,83,85,605 through share allotments made against exercise of Options (8,25,352 equity shares) under the ASOP / ISOP / IIPS Schemes, and comprises 13,96,77,121 equity shares at a face value of Rs.5 each as on March 31, 2026. The details of all the stock option plans, including terms of reference, and the requirements are set out in Annexure 2.

Your Company has been complying with the provisions of Corporate Governance as stipulated in the Listing Regulations. A separate report on Corporate Governance, along with the Certificate on Compliance of the

Corporate Governance norms and Management's Discussion & Analysis Report as stipulated under Schedule V of the Listing Regulations which is provided elsewhere in this Annual Report.

As required under the provisions of Section 125 and other applicable provisions of the Act, dividend that remains unpaid/ unclaimed for a period of seven years, are to be transferred to the account administered by the Central Government viz: Investor Education and Protection Fund

("IEPF").

Pursuant to Section 124(1) of the Act, unclaimed dividend amounts are transferred to the Company's designated Unpaid Dividend Account within seven days of the expiry of thirty days from the date of declaration of dividend. Further pursuant to sub-section (5) of section 124 if the amount has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to the Investor Education and Protection Fund (IEPF). There were no unclaimed dividend/ corresponding shares required to be transferred to IEPF for the period under review. The Nodal Officer for the IEPF Authority is Mr. Prakash Bharadwaj, Company Secretary and Compliance Officer and the email id is company.secretary@intellectdesign.com

The particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013 ("the Act") read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure 3 of this Report.

13. PARTICULARS OF EMPLOYEES a) The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not form part of this report. In terms of Section 136 of the Act, the same is open for inspection during working hours at the registered office of your Company. A copy of this statement may be obtained by the members by writing to the Company Secretary. b) The ratio of remuneration of each director to the median remuneration of the employees of the Company and other details in terms of Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are part of this report as Annexure 4. Notes: The employees covered under this : 1. have / had permanent employment contracts with the Company. 2. are neither relatives of any directors of the Company (except Mr. Anil

Kumar Verma, Whole-time Director), nor hold 2% or more of the paid-up equity share capital of the Company as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

In accordance with Regulation 34(2)(f) of the Listing Regulations, Business

Responsibility and Sustainability Report ("BRSR") covering disclosures in the prescribed format for FY 2025-26 forms part of this annual report. Further, the Company has undertaken an independent assurance of its BRSR Core Key Performance Indicators for the financial year 2025-26. The assurance statement issued by M/s. Chakra Business Assurance LLP, confirming requisite assurance on the BRSR Core Key Performance Indicators of the Company, is accessible at: https://www.intellectdesign.com/investor/reports/BRSR-assurance-report-2026.pdf

15. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (5) OF THE COMPANIES ACT, 2013 Pursuant to the provisions of Section 134 (3) (c) of the Act, the Directors of your Company confirm that: a) In the preparation of the annual accounts, for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures; b) they have selected such accounting policies, applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Board of Directors of the Company met 7 times during the year 2025-26. The details of various Board Meetings are provided in the Corporate Governance Report. The intervals between Board meetings were in compliance with the requirements of the Act. As on March 31, 2026, the Company has 7 (Seven) Directors, with an optimum combination of Executive and Non-Executive Directors including Lady Independent Director. The Board comprises of 5 (Five) Non-Executive Directors, out of which 4 (Four) are Independent Director.

(b) Directors and KMP: i) INDUCTIONS

Mr. D. Shivakumar (DIN: 00364444) was appointed as an Independent Director of the Company for a term of five years from January 30, 2026 to January 29, 2031, not liable to retire by rotation at the Board Meeting held on January 30, 2026. The same was duly approved by the shareholders through postal ballot (remote e-voting process) with requisite majority on March 12, 2026.

Mr. Prakash Bharadwaj was appointed as Company Secretary and Compliance Officer of the Company with effect from August 1, 2025

ii) RETIREMENT AND RESIGNATIONS

Retirement of Mr. Naresh V V as the Company Secretary & Compliance Officer w.e.f. close of business hours on July 31, 2025.

No Director resigned during the financial year 2025-26. iii) RE-APPOINTMENTS

Mr. Abhay Anant Gupte (DIN:00389288) was re-appointed as an Independent Director for a second term of five years with effect from June 15, 2025 at the Board Meeting held on April 09, 2025. The same have been duly passed by the shareholders through postal ballot (remote e-voting process) with requisite majority on May 22, 2025.

Mr. Arun Jain (DIN:00580919) was re-appointed as the Managing Director for a term of five years with effect from August 21, 2025 at the Board Meeting held on May 9, 2025. The same have been duly passed by the shareholders at the 14th AGM of the Company with requisite majority on July 25, 2025.

Mr. Anil Kumar Verma (DIN: 01957168) was re-appointed as a Whole-time Director of the Company for a period of five years with effect from February 1, 2026 at the Board Meeting held on January 30, 2026. The same have been duly passed by the shareholders through postal ballot (remote e-voting process) with requisite majority on March 12, 2026.

iv) DIRECTOR LIABLE TO RETIRE BY ROTATION

Pursuant to Section 152(6) of the Act, Mr. Andrew Ralph England (DIN: 08211307), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing 15th AGM. Mr. Andrew Ralph England, has expressed his intention not to offer himself for re- appointment. Accordingly, Mr. England shall cease to be a Director of the Company with effect from the conclusion of the 15th AGM.

The Company has received necessary declarations from each Independent Director of the Company under Section 149 (7) of the Act, that they meet the criteria of independence as laid down in Section 149 (6) of the Act and in accordance with Regulation 25(8) of the Listing Regulations. Further, none of Intellect's Independent Directors serve as Non-Independent Directors at any other company where an Intellect Non-Independent Director acts as an Independent Director. Additionally, no Director has been debarred by any order / judgement of any regulator in force. The Independent directors have affirmed compliance with the Code for Independent Directors prescribed in Schedule IV to the Act and confirmed that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/ her ability to discharge duties with an objective independent judgment and without any external influence and that he/she is independent of the management. In the opinion of the Board, the Independent Directors of the Company possess requisite integrity, expertise, experience and proficiency.

The information relating to remuneration of Directors & KMP as required under Section 197(12) of the Act, is given in Annexure 4 of the report.

The Company has the following Board Committees:

1. Audit Committee

2. Nomination, Remuneration & Compensation Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Executive Committee

For details of meetings and composition of the Board and Committees of the Board, please refer to the Corporate Governance Report, which forms part of this Report.

The policy framed by the Nomination, Remuneration and Compensation Committee under the provisions of Section 178(4) of the Act, is as below:

The remuneration policy of the Company has been so structured as to match the market trends of the IT industry. The Board, in consultation with the Nomination and Remuneration & Compensation Committee, decides the remuneration policy for Director. The Company has made adequate disclosures to the members on the remuneration paid to the Directors from time to time. Remuneration / Commission payable to Directors is determined by the contributions made by the respective Directors for the growth of the Company.

The remuneration policy of the Company and other matters as required under Section 178 (3) of the Act can be accessed through https://www.intellectdesign.com/investor/general/remuneration-policy.pdf

There has been no change in the policy since the last fiscal year.

We affirm that the remuneration paid to the Directors are as per the terms laid out in the remuneration policy of the Company.

As required under the provisions of Section 134 (3) (p) of the Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its committees and individual director The manner in which such performance evaluation was carried out is as under: The performance evaluation framework is in place. Dr. Ashok Korwar, a renowned management consultant, has had technical education at IIT Bombay, completing a B.Tech Degree. Subsequently, he also studied management at Indian Institute of Management, Ahmedabad and completed Ph.D at UCLA Anderson School of Management. He specialises in strategic thinking, go to market strategies and executive coaching. He has created and developed workshops on account management, finance for project managers and Design Thinking. He was appointed to evaluate the performance of the Directors and made a presentation to the Board summarising the views and suggestions made by the individual Directors and the Board. The Board's performance was evaluated based on its composition, structural and process effectiveness, committee functioning, Executive Director reviews, sustainability management, succession planning, and strategic planning. Additionally, the Board evaluated its committees' performance, incorporating member feedback regarding committee composition and meeting effectiveness. The Board reviewed the performance of Individual Directors on the basis of criteria such as exercise of responsibilities in a bonafide manner in the interest of the Company, striving to attend meetings of the Board of Directors / Committees of which he/she is a member / general meetings, participating constructively and actively in the meetings of the Board/committees of the Board, etc. In a separate meeting of independent directors held on March 17, 2026, performance of Non-Independent Directors, performance of the Chairman of the Company and the performance of the Board as a whole were evaluated.

The Company has established a whistle-blower policy and also a mechanism for Directors and employees to report their concerns. The details of the same are explained in the Corporate Governance Report.

All related party transactions that were entered during the financial year were on arm's length basis and were in the ordinary course of business. No materially significant related party transactions were entered into that may potentially conflict with the interests of the Company

The details of the related party transactions as required under Section 134 (3) (h) read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Form AOC-2 in Annexure 5.

Statutory Auditors: M/s. M S K C & Associates LLP (FRN:001595S/S000168) Chartered Accountants have been appointed at the 13th AGM held on June 26, 2024 to hold office as statutory auditors until the conclusion of the 18th AGM of the Company. There are no qualifications or adverse remarks in the Statutory Auditor's Report for the financial year ended March 31, 2026. Secretarial Auditors: Based on the recommendation of the Board, the shareholders appointed M/s. B Ravi and Associates, (FRN:P2016TN052400) Practicing Company Secretaries as the Secretarial Auditors of the Company for a five-year term at the 14th AGM held on July 25, 2025, to hold the office as the secretarial auditors until the conclusion of 19th AGM. The Secretarial Auditors of the Company have issued an unqualified Secretarial Audit Report with no observations, qualifications, reservations, or adverse remarks for the Report for the Financial Year ended March 31, 2026. The Secretarial Audit Report, annexed as Annexure 6, confirms compliance with all applicable statutory provisions and notes that adequate systems and processes are in place commensurate with the size and operations of the Company.

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, the Board has appointed M/s. Capri Assurance and Advisory Services, for a period of 2 years with effect from April 01, 2025 till March 31, 2027 as Internal Auditors on the recommendation of the Audit Committee.

The Reports of the Internal Auditors' issued by M/s. Capri Assurance and

Advisory Services has been reviewed and taken on record by the Audit Committee of the Board of Directors of the Company. Cost Records and Cost Audit: Maintenance of cost records and requirements of cost audit as prescribed under Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

The Company has not accepted any deposits during the financial year and as such, no amount of principal or interest was outstanding as on March 31, 2026.

During the year under review, there were no instances of fraud required to be reported by the Statutory Auditors / Secretarial auditors of the Company.

During the year, all the recommendations of the Audit Committee were accepted by the Board.

Pursuant to the directions issued by the National Financial Reporting Authority ('NFRA') under Circular No. NF-25013/3/2025 NFRA dated January 7, 2026, on effective communication between Statutory Auditors and Those Charged With Governance ('TCWG'), the Audit Committee, at its meeting recommended, and the Board of Directors, on consideration of the said recommendation, designated the entire Board of Directors as TCWG for the Company. The Chairperson of the Audit Committee was designated as the Nodal Person on behalf of TCWG, and the Signing Partner of M/s. MSKC & Associates LLP, Statutory Auditors, was designated as the Nodal Person on behalf of the Statutory Auditor.

In furtherance of the principles of effective governance and transparent financial reporting, structured two-way communication between the Statutory Auditor and TCWG was maintained throughout the financial year. Such communication covered, on the part of the Statutory Auditor, the audit strategy, scope, materiality, significant risks and fraud risk areas, internal control observations, key audit matters, critical accounting estimates and judgments, related party transactions, and confirmation of auditor independence; and, on the part of TCWG, significant strategic decisions of the Company that may have a bearing on financial reporting, the views of TCWG on the integrity and competence of senior management, areas where TCWG perceived the need for additional audit emphasis, and such other matters as were considered relevant for the Statutory Auditor's attention.

The formal meeting of the TCWG has been held as required. The proceedings of the meeting were duly minuted and have been placed before the Board for noting.

The Board confirms that the Statutory Auditor had unrestricted access to TCWG during the financial year and that there were no material disagreements between the Statutory Auditor and TCWG.

In terms of the provisions of Regulation 34 of the Listing Regulations as amended from time to time, the Management's discussion and analysis is set out in this Annual Report.

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act, the Annual Return in Form MGT 7 shall be placed on the website of the Company at https://www.intellectdesign.com/our-investors/ as per the statutory timeline after the conclusion of the 15th AGM.

Details of investments made and/or loans or guarantees given and/or security provided, if any, are given in the notes to the Standalone and Consolidated financial statements which forms part of this Annual Report.

As a pioneer in India's IP-led business landscape, Intellect is committed to maintaining a robust Risk Management system tailored to its product business. Towards this, the Board has formed a Risk Management Committee with Directors and members of the committee. The Committee works to mitigate any inherent risks faced by the Business and to meet the increasing demand of Customer's liability through different means within the overall framework listed below.

The organisation is exposed to a range of risks that may impact its ability to operate effectively. These include potential disruptions to our business model arising from shifts in the competitive landscape and rapid technological advancements that could render our capabilities obsolete.

Such developments may hinder our ability to serve customers efficiently and safeguard critical assets. These risks could adversely affect customer engagements, employee well-being, shareholder value, third-party relationships, and property, among other areas. It is therefore essential to manage these risks through a structured and formal risk management process to ensure the continued resilience and success of the organisation and its stakeholder The organisation's Risk policy facilitates the continuous identification of these Risks and proposes mitigation measures. Our Enterprise Risk Management policy aims to minimise the adverse impact of these risks on Company's growth, profit margins and people engagement and regulatory compliance. Risk Management has been made an integral part of the organisation by encouraging risk awareness among employees.

The Risk Management Committee (RMC) of the Board of Directors oversees the risk management process under the overall direction of the Board of Director. The organisation uses BELIEF (Brand, End Customer, Leadership, Intellectual Property, Execution and Finance) framework for its risk classification. The RMC is supported by the Information and Cyber Security Sub Committee, Cloud Risk Council and Enterprise Risk Department to execute the overall risk management plan and periodically update the Risk Management Committee.

Risk management is a continuous and evolving process that is integrated throughout the organisation's strategic planning and the execution of its strategy. Risk Management enables the organisation to proactively manage uncertainties in the internal and external environment, aiming to limit the negative impacts while capitalising on opportunities. The process includes risk identification, risk evaluation, risk prioritisation, risk mitigation, risk monitoring & review.

The Digital Trust Office (DTO) represents the strategic evolution of the Central Security Group (CSG) into a broader enterprise-wide digital trust function. While the CSG focussed primarily on information and cyber security controls the DTO expands the mandate to govern and independently assure trust outcomes across security, data governance, responsible AI, operational resilience, ecosystem risk and regulatory defensibility.

The DTO scope applies across all Intellect products, platforms, enterprise systems, delivery models and third-party ecosystems, irrespective of hosting model or geography.

This includes customer facing solutions, internal enterprise system, cloud and hybrid environments, AI enabled processing, data platforms, global delivery operations and ecosystem dependencies The DTO governs digital trust standards and assurance across these domains while implementation and execution remain with accountable functions.

P1. Information & Cyber Security P2. Data Governance & Privacy P3 Responsible & Ethical AI P4 Resilience & Reliability

P5 Customer, Standards & Regulatory Compliance P6 Third Party & Ecosystem Risk Management

R1 Policies, Baselines, Risk Management R2 Trust by Design R3 Identity, Access & Trust R4 Observability, Governance & Assurance

1. Reputation Risk

The brand and reputation risk may arise from issued related to product implementation, customer relationships and escalations. This risk can be further accentuated due to increased use of social media & other internet based applications in the corporate world. The risk is mitigated by adoption of Product, Delivery & Customer Excellence processes that ensure effective management of implementations and client relationships.

END CUSTOMER CAPITAL 2. Business Risk 2.1 Social, Economic, Political Risk

Volatility in the financial markets coupled with geopolitical uncertainties, trade war, inflationary trends, recession or unforeseen external events may have resulting cascading effects on the financial sectors such as cost reduction measures. Additionally, demographic shifts in usage of technology or financial services by consumer in general may adversely impact the sale of Intellect products. Intellect mitigates this risk through its global presence, wide range of products to cater different segments within the financial sectors, penetration into diversified markets & various geographies; spread of product concentration and increased partnerships.

2.2 Competition Risk

The Company faces competition from large multinational corporations, local companies in the geographies where we operate and Indian Product companies. Intellect makes focussed investments in R&D with continuous evaluations of product endurance across segments & geographies to ensure products remain relevant & competitive in the business landscape. Ongoing efforts to enhance the customer experience through deployments of innovative products, such as iTurmeric, eMACH.ai, usage of generative AI/ML, competitive pricing through operational efficiencies, cost optimisation measures & improved implementations with minimal defects helps us to remain ahead in the innovation curve.

2.3 Business Model Risk

With the rapid adoption of cloud hosting across the industry, the shift from a traditional License/AMC-based model to a cloud-native SaaS model continues to redefine the financial technology landscape. While Intellect has made significant progress in this transformation, managing the implications on revenue, pricing models, customer expectations, and operational scalability remains a strategic priority. In parallel, disruptive technologies such as Big Data, Machine Learning (ML), Artificial Intelligence (AI), and more recently, Generative AI alongside the proliferation of social and smart devices, are fundamentally changing how financial services are delivered and consumed. These shifts require continuous innovation and agility to stay relevant and competitive. Intellect closely monitors this evolving business environment and proactively takes strategic actions to adapt. A portion of the Company's revenue is now derived from cloud-based models through SaaS and subscription offerings. Intellect also makes focused investments in R&D to keep its products relevant and competitive in the industry landscape and to develop solutions powered by digital technologies.

2.4 Business Concentration Risk

The Company specialises in BFSI space and could face the risk of concentration in a single sector. Significant reliance on a particular product, customer, segments or geography may heighten the risk of revenue loss & consequentially impact profitability in event of adverse conditions such as customer exit, volatile geo-political scenarios, sector specific slowdown etc. However, this risk is largely mitigated through diversification across lines of business, market segments & geographies.

The Company has presence in all the 4 sub segments of BFSI namely Consumer Banking, Wholesale Banking, IntellectAI and Digital Technology for Commerce. These 4 sub segments have different boom and bust cycles, providing a natural hedge against volatility. Additionally, Intellect offers multiple products and has a broad client base to further de-risk the product / business concentration. Intellect mitigates its geographic concentration risk by having its presence across different geographies.

2.5 Customer Service Management Risk

Intellect has contractual agreements with multiple clients across various countries with distinct needs, requirements and their legal & operating environment. Moreover, the nature of the contracts are long term and if relationships are not managed effectively, it could have repercussions on the customer persistency & business growth. The risk is mitigated through regular assessment of the customer relationships through customer feedback and satisfaction scores. Mechanisms are built in to monitor adherence to the contractual clauses with its customer. The robust long term strategic relationships are built with the customers to enhance customer satisfaction & value maximisation along with designing, developing & implementing the products according to industry needs and requirements.

2.6 Contractual Compliance Risk

As a product-based Company, Intellect bears the risk of IP infringements arising from the use of its products and non-performance of its contractual obligations. These risks may accentuate if the contractual obligations are not aligned to Intellect's risk appetite.

The Company has an established process in place to review all contracts. As a policy its obligations under each contract are restricted appropriately. The Company has adequate Insurance obtained to mitigate against risk of Errors and Omissions, Commercial General Liability etc. Additionally, Intellect actively pursues the registration of intellectual property rights, including filing patents for key products, to protect its innovations and strengthen its IP portfolio.

LEADERSHIP CAPITAL 3. People Risk 3.1 Talent Management Risk

The Company operates in the niche BFSI product space, which demands specialised skills rather than mass hiring typically seen in the IT services sector. Given the rapid evolution of technologies like AI, cloud computing, and enterprise intelligence, maintaining a workforce aligned with these capabilities is critical to sustaining innovation and competitive advantage. The broader IT industry has conventionally faced high attrition rates and challenges in retaining critical talent. Intellect mitigates this risk through a combination of strategic hiring and capability development initiatives. These include targeted recruitment from top engineering institutes, business schools, and talent hubs in Tier 2 cities, as well as lateral hiring to bring in domain-specific expertise. The Company places strong emphasis on in-depth, in-house training programs and structured upskilling pathways, including AI certification programs and innovation-led initiatives such as Hackathons and Buildathons. Background checks (BGC) are mandated for all new hires and are periodically audited to ensure compliance and integrity in the hiring process. These approaches not only address the risk of talent gaps but also present an opportunity to build an agile, innovation-driven workforce enhancing both employee retention and organisational performance in the evolving digital landscape.

3.2 Associate Conduct Risk

Robust mechanisms are essential to prevent or minimise inappropriate conduct such as fraud, sexual harassment, criminal attempts, unethical practices, bribery, or breaches of Company policies including the Code of Conduct, Conditions of Employment, and Insider Trading as well as other forms of professional negligence, errors, or omissions. Inadequate controls in these areas can adversely impact the organisation's work culture, reputation, asset and property security, and overall business performance. To mitigate these risks, Intellect has established a comprehensive framework of policies and processes, supported by adequate training and awareness programmes for its associates, along with regular monitoring. Policies on whistleblower protection, escalation protocols, incident management, and response mechanisms implemented in conjunction with the established Disciplinary Committee enable effective resolution of any instances of inappropriate conduct. INTELLECTUAL PROPERTY CAPITAL 4.1 Information & Cyber Security Risk Internal and external cyber threats if not effectively managed, can potentially result in data leakage, source code compromise and disruption of core operations. These incidents can significantly impact Company's brand image and reputation. The risk is mitigated with the Central Security Group, which governs the information & cyber security needs and posture for the organisation. Controls are regularly evaluated through internal and external assessments in the form of audits and certifications like ISO 27001, ISO 27017, ISO 27018, PCI DSS and SOC2. Intellect's security policy is maintained across the organisation ensuring consistent implementation of cybersecurity practices. Additionally, cyber liability insurance is maintained to safeguard against any financial loss arising out of security breaches. 4.2 Data Protection & Privacy Risk The confidential data of the customers and associates is subjected to data privacy laws of various states. Inadequate procedures to manage data confidentiality and privacy can result in data breaches, posing significant reputational and regulatory risks. The risk gets accentuated on account of heightened regulations or guidelines such as General Data Protection

Regulation (GDPR), India's Digital Personal Data Protection Act (DPDPA), as well as widespread usage of emerging technologies used to enhance customer experience, which may pose challenges to protect data & the privacy elements. The risk is mitigated by putting data authorisation process in place, provision of necessary guidance to the delivery teams with data security practices. In line with this, GDPR related compliance reviews are facilitated for applicable business / functional teams.

Vulnerability Assessment & Penetration Test (VAPT) and Dynamic Application Security Testing (DAST) is being enforced across all Product releases.

4.3 Intellectual Property Rights Infringement Risk:

a) IP protection: The Company's intellectual property, including proprietary algorithms, software platforms, data models, trademarks, patents and other intangible assets is a key driver of its competitive advantage and revenue model. Given the cross-border nature of fintech services, ensuring robust IP protection across jurisdictions presents challenges due to varying legal frameworks. To mitigate risks such as infringement, unauthorised use, or misappropriation, the Company employs a multi-pronged approach, including:

Registration of IP rights in key geographies with robust legal frameworks.

Implementation of internal controls and oversight measures to safeguard proprietary assets.

Partnering with external advisors to strengthen risk identification efforts and support the enforcement of intellectual property rights as needed.

Granting controlled access to proprietary assets through structured licensing arrangements while strategically expanding market presence.

This process ensures the integrity and protection of the Company's intellectual property, enabling sustained innovation, business continuity, and long-term value creation.

"Open Source" Software (OSS) may be used in some of our solutions. Failure to abide with the terms of the open-source licenses could have a negative impact on our business. The risk is mitigated through adoption of the open-source policy which facilitates to identify, monitor, review, report & thereby facilitate restricted & acknowledged usage of the open-source software on an ongoing basis. In addition, the use of commercial Off-The-Shelf (COTS) software is governed by formal agreements and subject to periodic audits by the IT department. Free and Open-Source Software (FOSS) utilised by business units is reported to the IT department to ensure central oversight and compliance with internal policies.

5.1 Global Operations Risk

Global operations may get impacted on account of various factors inherent to the international business activities and differences in the following: Laws and Regulations in the banking & financial service, complex tax regimes, licensing requirements, varied trade / tariff policies & corruption perception index, data protection and privacy laws, economic sanctions, outbreaks of war, hostilities, terrorism, mass immigration, international embargoes, economic sanctions and boycotts and staffing challenges and immigration laws. Specific policies and procedures put in place with regard to work practices, Code of Conduct, anti-bribery, anti-money laundering, data protection and privacy etc. In addition, professional consultation from reputed tax firms is sought periodically to ensure compliance with evolving tax and regulatory requirements.

5.2 Cloud Infrastructure Management Risk

With increasing adoption of cloud technologies, the Company faces several risks related to cloud operations. These include the need for highly skilled resources to manage complex cloud environments, navigating unique contractual arrangements with customers and cloud service providers, ensuring adequate security controls by third-party vendors, and complying with stringent regulations such as GDPR. The Company is exposed to the risk of SLA violations or security breaches by cloud service providers, which could result in financial penalties and reputational damage. To mitigate this risk periodic reviews are conducted to evaluate the effectiveness of security measures, internal controls, disaster recovery, backup processes, SLAs, and service contracts with cloud provides Security and access management controls mechanisms are in place. The Company has obtained ISO 27018 certification to reinforce its commitment to cloud data security and privacy.

5.3 Product Implementation Risk

Delays, errors or omissions during project implementations could hamper our delivery capabilities leading to multiple risks such as delay in collections, violation of contractual commitments, fines / penalties and reputational damages. The risk is mitigated through delivery excellence processes, along with continuous monitoring & reporting of implementations progress using various tools. Further, the Company adequately insures itself for any liabilities arising on account of errors & omissions or any delays.

5.4 Defects or Security Vulnerability Risk

Inability to identify or detect defects or security vulnerabilities in Intellect's existing or new products either at development stage or subsequently in the various versions or enhancements of the products, timeliness and the quality of the defect resolution process. This may result in refunds, damage claims, termination of existing arrangements, product replacement or negative publicity impacting future demand proposition of the product, increased costs (service, maintenance & warranty cost etc.) Intellect has a comprehensive Delivery Excellence framework, Quality Management process, Incident Management, Product security & Compliance mechanism in place as part of the product design development and implementation lifecycle. Moreover, extensive testing is performed to identify and resolve any issues which may adversely affect the functionality, security and other performance of the products and offerings.

5.5 Compliance Risk

Inadequate or non-compliances to the material laws & regulations applicable in the respective countries having business presence may lead to fines / penalties / closure of the offices resulting in revenue loss. The Company Secretarial team monitors the secretarial & compliance related activities. Country specific statutory compliance requirements of our Overseas Subsidiaries are regularly monitored and reported. The subsidiary compliance is ensured periodically under various jurisdictions.

5.6 Litigation Risk

As Intellect operates across multiple jurisdictions, it is subject to diverse regulatory and legal frameworks. Legal proceedings in any geography may have uncertain outcomes, potentially resulting in monetary penalties, injunctive relief, or other restrictions that could impact the Company's ability to conduct business in those regions. To mitigate these risks, a comprehensive contract review process is in place to evaluate and balance potential financial and reputational exposures. Management oversight and monitoring mechanism is in place. The Company also has a dedicated legal team that works closely with business units and relevant stakeholders to assess the scope, terms, and associated legal risks of each deal.

5.7 Business Continuity Risk

In the current global landscape, shaped by escalating geopolitical tensions, evolving cyber threats, and increasing climate-related disruptions, the importance of a robust and adaptive business continuity framework has become critical. Inadequate or poorly designed business continuity plans covering people, processes, and technology can significantly impair the organisation's ability to respond effectively to unforeseen events such as natural disasters, pandemics, cyberattacks, supply chain disruptions, or other Force Majeure incidents. Such disruptions may adversely affect service delivery, client obligations, and overall business performance. To mitigate this risk, Intellect has implemented a comprehensive enterprise wide Business Continuity Management (BCM) framework, supported by project-specific continuity plans. Contractual provisions have been established to address liabilities arising from Force Majeure events.

Incident response and escalation structure is established. A dedicated team is responsible for the continuous monitoring, maintenance, and review of all continuity arrangements. To ensure operational readiness and resilience, periodic simulations and testing drills are conducted annually. These measures aim to safeguard stakeholder interests and maintain uninterrupted operations during adverse conditions.

5.8 Fraud Risk

Mechanisms to prevent, detect, measure, monitor and report the potential collusion touch points, fraud events or criminal hackings if not robust may result in revenue leakage, financial losses or reputation damage for the Company. To mitigate the risk, potential fraud areas are assessed as part of regular audit programmes including performance of Vulnerability and Penetration testing across product release. Risks associated with potential fraud for identified design gaps are reported to the Internal Audit Committee with suitable action plans. Further, Crime insurance cover is obtained to safeguard against any direct financial loss arising out of fraudulent activities by associates.

5.9 New Country Entry Risk

Failure to thoroughly study, evaluate, identify, analyse, and address country specific risks at the point of entry into a new geography can significantly undermine the organisation's long term strategic objectives and operational stability. Entering a new market involves a complex interplay of political, economic, regulatory, social, and cultural dynamics that must be carefully assessed and understood. As such, every potential business opportunity in a new country should be preceded by a comprehensive Country Risk Assessment. This assessment serves as a critical decision-making tool, enabling the organisation to develop a robust and informed knowledge base. It facilitates a structured understanding of the local environment, covering aspects such as regulatory frameworks, political stability, economic conditions, legal systems, sociocultural norms, and potential reputational risks. Early insights gained through this process are essential for tailoring the business strategy, ensuring regulatory compliance, and fostering local stakeholder engagement. Moreover, the Country Risk Assessment plays a pivotal role in designing and implementing appropriate risk mitigation measures. These measures help safeguard the organisation from unforeseen challenges, reduce exposure to volatility, and enhance the overall resilience of the business model. By integrating country risk considerations into the broader strategic planning and risk management framework, organisations are better positioned to pursue sustainable growth, maintain governance standards, and protect shareholder value when expanding into new international markets.

Intellect recognises its responsibility to manage risks associated with environmental sustainability, social impact, human rights, and corporate governance. These risks may arise from:

Environmental factors, such as climate change resulting in extreme weather events linked to increased greenhouse gas emissions, loss of biodiversity due to habitat destruction, and risks of product obsolescence in the transition to a low-carbon economy.

Regulatory risks, including non-compliance with evolving sustainability related regulations, standards, or disclosure requirements (e.g.,SEBI BRSR guidelines).

Social risks, such as the potential impact on human rights and community well-being.

Governance risks, stemming from lapses in ethical conduct, transparency, or board oversight.

Failure to effectively address these risks could lead to operational disruptions, reduced investor and client confidence, regulatory penalties, reputational damage, and financial loss.

A comprehensive discussion of these risks, their potential impacts, and corresponding mitigation measures is provided as per data presented in the Company's Sustainability and BRSR .

Our customers being large Banks and Financial Institutions the credit worthiness is in comfort even though the cycle is long. The percentage of bad debts is also minimal. Since the Products business has a long order to cash cycle, delays in conversion of REB into invoicing or recovery of the billed invoices from the clients / customers may result in strain over the Company to meet their working capital requirements, recurring, fixed & direct costs which may require increased borrowings, finance charges and thereby impact the Company's profitability. The risk is mitigated by arrangement of required credit lines through various Banks, regular monitoring of ageing of receivables / REB balances by the management and robust recovery & follow-ups mechanisms with clients / customers The Company has identified Liquidity Risk as an area to monitor. The Finance organisation headed by the CFO monitors the liquidity position consisting of cash and near cash instruments on a continuous basis.

6.2 Market Currency Fluctuation Risk

The Company earns a large portion of its revenue in foreign currencies and is exposed to the risk of currency movements. To mitigate this risk, the Company follows a 2-step strategy. As the first step, quotation in foreign currencies is restricted to a few selected major currencies. Quotations in other currencies are subject to strict internal controls and approvals to manage exposure. Secondly, the Company hedges its net foreign currency earnings calculated after accounting for local currency expenses, to protect against exchange rate volatility and minimise financial impact.

6.3 Global Tax Regimes

Intellect operates across multiple geographies, therefore subject to the tax regulations of various jurisdictions. Amendments to tax regulations, particularly those governing intellectual property, transfer pricing, or cross-border transactions, may adversely affect the Company's profitability and expose the firm to regulatory and reputational risk. This risk is mitigated through proactive consultation with tax advisors, ongoing assessment of regulatory developments, and active representation through industry and trade bodies to advocate for stable and transparent IP tax regimes. Additionally, the Company continues to invest in research and development to create intellectual property assets, enabling it to avail applicable tax incentives and benefits.

Risk Mitigation through Insurance

The Company has appointed a global leader for Risk & Insurance advisory to advise on the risk and insurance coverage. The following Insurance coverage is taken to mitigate risks. 1. Errors & Omissions Insurance - To safeguard against any loss arising of an error, negligent act or omission which would result in failure in performing the professional services or duties for others. 2. Cyber Liability Insurance - To safeguard against any loss arising out of a security breach and or privacy breach that would result in sensitive or unauthorised data or information being lost or compromised. 3. Crime Insurance - To safeguard against any direct financial loss of property, money or securities arising out the fraudulent activities committed by the employee or in collusion with others. 4. Directors & Officers Liability Insurance - To safeguard against any loss arising out of a wrongful act made by the Directors, Officers and Employees of the organisation with reference to the

Company's business operations and activities. 5. Commercial General

Liability Insurance - To safeguard against Third Party bodily injury or property damage arising out of our business operations. 6. Standard Fire & Special Perils Insurance - To protect the Company's Assets (movable & immovable Assets) from the risk of Fire or Perils.

The Company has established and maintained adequate internal financial controls with respect to financial statements. Such controls have been designed to provide reasonable assurance with regard to providing reliable financial and operational information.

The details of the same is explained in the Management Discussion and Analysis which forms part of this Report.

During the year under review, such controls were operating effectively, and no material weaknesses were observed.

Intellect's Corporate Social Responsibility ("CSR") philosophy is anchored in empathy and a "designed for impact" approach, using Design Thinking to nurture human potential and create sustainable, community-centred outcomes. Its CSR efforts are directed towards education, youth development, livelihoods, grassroots governance, and ecological stewardship, with a focus on creating inclusive, resilient, and self-sustaining communities. The Company views CSR as an integral extension of its broader sustainability ethos and its commitment to creating lasting social value. As per Section 135 of the Act, a Company meeting the applicability threshold, needs to spend at least 2% of its average net profits for the immediately preceding three financial years on CSR activities. The details of the policy developed and implemented by the Company is given as a part of Annual Report on CSR as Annexure 7.

The Company complies with all applicable mandatory secretarial standards as issued by the Institute of Company Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy. The summary of the Complaints received and disposed-off during the financial year 2025-26 are as follows:

Table No. 1.4

The Company confirms that it has paid the annual listing fees for the year 2025-26 to both the National Stock Exchange of India Limited and BSE Limited.

During FY 2025-26, the Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

In an era of evolving digital threats and rapid AI advancement, Intellect remains steadfast in its commitment to the highest benchmarks of Digital Trust. This year, we successfully initiated the transition of our Central Security Group into the Digital Trust Office. This transformation ensures comprehensive and proactive coverage across critical domains, further safeguarding our strategic business objectives.

Our foundational security strategy is anchored by the ISO/IEC 27001:2022 standard. By leveraging this risk-based governance framework, we have optimised our Information Security Management System to proactively identify and mitigate threats before they impact our core operations. To address the specific nuances of our cloud-first architecture, we adhere to:

ISO/IEC 27017:2015: Implementing rigorous security controls specifically designed for cloud users and provides.

ISO/IEC 27018:2019: Ensuring the robust protection of Personally Identifiable Information (PII) within our cloud environments, reinforcing our commitment to user privacy.

Recognising the transformative power of Artificial Intelligence, we have proactively adopted ISO/IEC 42001:2023. This allows us to maintain an Ethical and Secure AI Management System (AIMS), ensuring that our AI deployments are transparent, accountable, and aligned with international safety standards.

Trust is the cornerstone of our client relationships. Our adherence to SOC 2 Type 2 ensures the security, availability, and confidentiality of our service delivery. Furthermore, through our compliance with PCI DSS v4.0.1 and PCI SSF (S3) v1.2, our payment ecosystems and software lifecycles meet the most current global standards for cardholder data security and secure software development.

Table No. 1.5

Moving into the next fiscal year, we will continue to iterate on these frameworks, ensuring that our "Trust-by-Design" philosophy evolves alongside global regulatory requirements and the expectations of our stakeholders.

The Company affirms that for the year ended on March 31, 2026: i. There were no issue of Equity Shares with differential rights as to

Dividend, voting or otherwise. ii. There were no issue of Sweat Equity Shares to employees of the

Company under any scheme. iii. Difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions. Not Applicable. iv. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future. v. There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

Your Directors take this opportunity to express the gratitude to all investors, clients, vendors, Bankers, Regulatory and Government authorities, Stock Exchanges and business associates and all other stakeholders for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance at all levels.