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.

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

Rs. 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 C ompany offered 3,77,08,165 fully paid-up equity shares of face Rs. 10/- each at an issue price ofvalue Rs. 17/- per share (including a premium of Rs. 7/- per share), aggregating to Rs. 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.

A s part of the Company's ongoing business 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

- -During 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.

Base d 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.

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

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-policy.pdf

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.

NuR e™ 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.

K ey 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.

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.

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 granted / made during the year are given under the notes to standalone financial statements forming part of this Report.

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.

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.

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.

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.

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.

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.

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.

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.

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

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 C ompany has allotted 3,77,08,165 fully paid-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 Rs.. 20,74,037,670/- consisting of 20,74,03,767 fully paid-up equity shares of face value Rs. 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.

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. up equity 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.'

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

A s 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:

In a ccordance with Section 152 (6) and other 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.

A s on March 31, 2026, following are the Key

Personnel ("KMP") of the Company:

Cha nges in the KMP during the year ended March 31,

- -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.

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.

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.

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.

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

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.

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.

As on March 31, 2026, the Board has five (5) mandatory and three (3) non-mandatory committees a) Ma ndatory Committees i. Audit Committee; ii. Nomination and Remuneration Committee; iii. Stakeholders' Relationship Committee; i Risk Management Committee v. v Rights Issue Committee . v Corporate Social Responsibility Committee; andi. 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.

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-Policy.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.

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.

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.

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.

PursuanttotheprovisionsofSection204oftheActandCompanies (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.

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.

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.

The Company's equity shares are listed on BSE Limited and National Stock Exchange of India Limited.

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.

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.

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.

The Company accelerated the adoption of 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.

The Company strengthened its technology 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.

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

R ecognizing that technology transformation is driven 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.

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.

Cy bersecurity is a strategic priority. The Company 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.

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

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

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.

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 byThe 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.

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.

TheCompanycontinuestomaintaininternationallyrecognized management systems and compliance programs, including: i) ISO 9001:2015 - Quality Management System ii) ISO/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.

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.

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.

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.

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.

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.

(Amount Rs. in Crores)

A round 13.40% of the revenue of the Company is derived from exports.

De tails of earnings and expenditure in foreign (excluding earnings and expenditure of UAE Branch) during the year are as below: (Amount Rs. in Crores)

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.

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.

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 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.

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

The Company undertook the Rights Issue of equity shares aggregating to Rs.. 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 Rs. 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.

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-Responsibility-Policy.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 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.

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

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.

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.

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.