We are pleased to present the Thirty-First Annual Report of IntraSoft Technologies Limited ("the Company") together with the Audited Financial Statements of the Company for the financial year ended 31 March 2026.

The consolidated and standalone performance during the financial year ended 31 March 2026 as compared to the previous financial year is summarized below:

On Standalone basis, Total Income of the Company recorded at Rs.1,367.10 Lacs in FY 2025 - 2026 against Rs.1,470.54 Lacs in FY 2024-2025. EBITDA is recorded at Rs.441.92 Lacs in FY 2025 - 2026 against Rs.421.89 Lacs in FY 2024-2025. Profit before Tax for the financial year under review is recorded at Rs.252.53 Lacs in FY 2025 - 2026 against Rs.204.76 Lacs in FY 2024 - 2025. The net profit for the financial year under review is Rs.89.77 Lacs as compared to Rs.56.61 Lacs in the previous financial year.

During the year under review, the Company and its subsidiaries reported an Operating Cash Flow of Rs. 1,896.66 Lacs as compared to Rs.8,260.52 Lacs in the previous financial year. Consolidated Total Income was Rs. 53,461.61 Lacs as compared to Rs. 50,860.50 Lacs

During the year we steadily advanced our vendor-direct strategy while evolving into a technology centric platform. As part of our long-term vision, we are committed to continued investment in our platform, our people, and our processes— driving efficiency and supporting sustainable growth..

The Company has, as on 31 March 2026, three wholly owned subsidiaries viz. 123 Greetings.com, Inc. (USA), IntraSoft Ventures Pte. Ltd (Singapore) & One Two Three Greetings (India) Private Limited (India) and two step down subsidiaries viz. 123Stores, Inc. (USA), wholly owned subsidiary of IntraSoft Ventures Pte. Ltd (Singapore) and 123Stores E Commerce Private Limited (India), wholly owned subsidiary of 123Stores, Inc. The entire group focuses on the e-Commerce business by consolidating all operations related to e-Commerce and online greeting activities to achieve financial and operational efficiencies.

Apart from the information provided in the foregoing paragraph, there were no Companies which have become or ceased to be subsidiaries, associates and joint ventures during the financial year under review.

In accordance with Section 129 of the Companies Act, 2013, consolidated financial statements of the Company along with its subsidiaries have been prepared which forms part of this Annual Report. Further, the performance and financial position of each of the subsidiaries for the year ended 31 March 2026 is attached and marked as Annexure I (Form AOC-1) and forms part of this Report.

In line with the requirements of the Act and SEBI Listing Regulations, the Company has approved a policy for determining material subsidiaries and the same is available on the Company's website at: https://www.itlindia.com/ corporate.html

As per the criteria specified under Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015, the following subsidiary company has been identified as a Material Subsidiary of the Company during the Financial Year ended March 31, 2026:

Further, in terms of Regulation 24(1) of the SEBI Listing Regulations, at least one Independent Director on the Board of the Company shall be a Director on the Board of an unlisted material subsidiary, i.e. a subsidiary, whose turnover or net worth exceeds twenty percent of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year. In compliance with the said provisions, Mr. Auggustus Singhal, Independent Director of the Company, is appointed as a Director on the Board of 123Stores, Inc..

To conserve the resources of the Company for new initiatives, the Board of Directors of the Company have not proposed dividend for the financial year ended 31 March 2026 (previous year Rs. Nil).

There was no Interim Dividend declared by the Company during the financial year ended 31 March 2026.

Provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to Dividend Distribution Policy is not applicable to the Company.

The Board of Directors have not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to Profit and Loss account.

In terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017 the Company has transferred:

Poonam Luharuka (*)

Company Secretary and Compliance Officer E-Mail ID: intrasoft@itlindia.com Phone No. 033 4023 1234 *Appointed w.e.f. 21 January 2026

During the Financial year 2025 - 2026, an Unpaid/Unclaimed Dividend Account balance of t 52,316/- was transferred to IEPF Authority Account which was declared in the financial year 2017 - 2018 (final) and remained unpaid/unclaimed for 7 consecutive years.

Financial Statements for the year ended 31 March 2026 are in accordance with the Indian Accounting Standards (IND-AS) notified by the Ministry of Corporate Affairs, Government of India, which have already become applicable to the Company from the accounting period beginning on 01 April 2017.

The Board of Directors of the Company at their meeting held on 3 December 2025, approved the Scheme of Merger of One Two Three Greetings (India) Private Limited, Wholly Owned Subsidiary with the Company. The Appointed Date for the said merger was fixed as 1 April 2025.

The Company has not carried out any revision in its financial statements in any of the three preceding financial years as per the requirement under Section 131 of the Companies Act, 2013.

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are found adequate. During the year under review, no material or serious observation has been received on inefficiency or inadequacy of such controls, from the Internal Auditors of the Company.

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operation in future. There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

All contracts/arrangements/transactions entered into by the Company during the financial year with its wholly owned subsidiaries were in the ordinary course of business and at an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered as material related party transaction in accordance with the policy of the Company on related party transactions read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The amended Policy on Related Party Transaction as approved by the Board may be accessed on the Company's website: https://www.itlindia.com/corporate.html

Your Directors draw attention of the members to Note No. 28 of Standalone Financial Statements which sets out disclosures on related parties and transactions entered into with the said parties.

Full particulars of loans given, investments made, guarantees given and securities provided along with the purposes for which the loans or guarantees or securities are utilized by the recipient(s) thereof are provided in details in Note Nos. 6, 8, 26 & 27 of Standalone Financial Statements.

During the year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, disclosures under Section 43(a)(ii) and Section 54(1)(d) of the Companies Act, 2013 read with relevant rules are not required to be furnished.

The Company does not have a scheme of ESOP and hence disclosures pursuant to Section 67(3) of the Companies Act, 2013 are also not required to be furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

The Board of Directors of the Company have an optimum combination of executive and non-executive directors including one woman independent director and not less than fifty per cent of the board of directors comprise of non-executive independent directors.

There was no change in the composition of the Board of Directors, during the year under review.

During the year under review, the members approved:

• Reappointment of Mr. Arvind Kajaria as Managing Director of the Company for a period of three years w.e.f. 1 April 2026;

• Reappointment of Mr. Sharad Kajaria as Whole Time Director of the Company for a period of three years w.e.f. 1 April 2026;

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sharad Kajaria, Whole-Time Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Brief profile and the information as required under the relevant provisions of the Act, Regulation 36 of the SEBI Listing Regulations and Secretarial Standards SS-2 are disclosed in the notice of the ensuing Annual General Meeting and forms part of the Annual Report.

During the year under review,

Mr. Aakash Kumar Singh, Company Secretary resigned from his office with effect from 21 January 2026 and Ms. Poonam Luharuka was appointed as Company Secretary in casual vacancy;

Mr. Mohit Jha, Chief Financial Officer resigned from his office with effect from 28 March 2026 and Mr. Sharad Kajaria, Whole Time Director was appointed as Chief Financial Officer in casual vacancy.

As on date of this report, the Company has following KMPs as per Section 2(51) and 203 of the Act:

The Independent Directors of the Company have given a declaration confirming that they continue to meet with the criteria of the independence as provided in Section 149(6) of the Companies Act, 2013 as further amended by the Companies Amendment Act, 2017 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have also confirmed that they are independent of the Management.

The Independent Directors also confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, all the Independent Director possess requisite qualification, experience and expertise and holds high standards of integrity, .

The Independent Directors have confirmed that they have registered their details in terms of sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). Each and every independent director has passed the online proficiency selfassessment test as contemplated under Rule 6(4) of the above said Rules.

There has been no change in the circumstances which may affect their status as Independent director during the year under review. The Company has been regularly conducting Familiarization Programme for its Independent Directors and has posted its details on the website: https://www.itlindia. com/corporate.html

The Board of Directors as per the recommendation of the Nomination and Remuneration Committee, framed a policy on selection and appointment of Directors and Senior Managerial Personnel and their remuneration which was further amended by the Board in their Meeting held on 30 March 2019 in terms of the Amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018. The details of said policy are given in the Corporate Governance Report which forms part of this Annual Report.

The Board of Directors met 7 (Seven) times during the financial year 2025 - 2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and time gap between any two consecutive meetings was not more than of one hundred and twenty days. Detailed information on the Board Meetings is provided in the Corporate Governance Report which forms part of this Annual Report.

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31 March 2026, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. such accounting policies have been selected and applied consistently and the Directors 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 31 March 2026 and of the profit of the Company for that year;

iii. proper and sufficient care was taken 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;

iv. the annual accounts of the Company have been prepared on a going concern basis;

v. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

There are Four Committees of the Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee. Detailed information on all the Committees is provided in the Corporate Governance Report along with the details of extract from Nomination and Remuneration Policy of the Company with respect to remuneration of Executive Directors, Key Managerial Personnel and other senior employees of the Company. Policies framed by the Board pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the Company's Website: https://www.itlindia.com/corporate. html

Disclosure in respect of composition of Committees, Committee Meetings held, attendance of members, Terms of reference of the Committee and other related matters are made in the Corporate Governance Report attached and forms part of this Annual Report.

The Board of Directors of the Company have pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The Policy is available on the Company's website: http://www. itlindia.com/corporate.html

The employees of the Company have the right to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Board of Directors of the Company have designed Risk Management Policy and guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

The Board of Directors of the Company has laid down policies and procedures in case of Leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information in their Meeting held on 30 March 2019 in terms of the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the

year under review the said evaluation had been carried out.

A statement indicating the manner for evaluation of performance of the Board, its committees and individual Directors is stated in the Corporate Governance Report forming part of this Annual Report.

Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Neither the Managing Director nor the Whole - Time Director of the Company are in receipt of remuneration/ commission from the Subsidiary Companies of the Company. The Company has no holding company.

The matters related to Auditors and their Reports for the year ended 31 March 2026 are as under:-

The auditor's report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates, the Company to obtain a Secretarial Audit Report in Form MR-3 from a Practicing Company Secretary. M/s. Rathi and Associates, Company Secretaries had been appointed as Secretarial Auditors to issue Secretarial Audit Report for the period of five years commencing from financial year 2025 - 2026 till financial year 2029-2030.

Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2025 - 2026 forms part of this report Annexure IV.

The members of the Company in the 29th Annual General Meeting held on 24 September 2024 appointed M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm Registration No. 304153E) for a term of 5 years from the conclusion of the 29th Annual General Meeting till the conclusion of the 34th Annual General Meeting. The said Auditors have given their consent to act as the Statutory Auditors of the Company up to the Financial Year ended 31 March 2029.

The Cost Audit in terms of the provisions of the Companies Act, 2013 and The Companies (Cost Records and Audit Rules), 2014 are not applicable to the Company.

The Board of Directors had appointed Deoki Bijay & Co. as the Internal Auditors of the Company for the financial year 2025-26.

Deoki Bijay & Co. conducted internal audit of the Company for the financial year 2025-26. Significant audit observations and corrective actions thereon were presented to the Audit Committee on a regular basis.

During the year under review, no instances of fraud were reported by the Internal/Statutory Auditors of the Company.

The Annual return of the Company for the financial year ended 31 March 2026 is uploaded on the Website of the Company and the link for the same is https://www.itlindia.com/statutory.html under the section Financials.

The Company has laid down a robust Code of Business Conduct and Ethics, which is based on the principles of ethics, integrity and transparency. More details about the Code is given in the Corporate Governance Report.

During the year under review, no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961 as amended from time to time and the rules made thereunder.

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure II which forms part of this Report.

Pursuant to Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, during the financial year under review, the Company was not required to spend any amount towards Corporate Social Responsibility activities.

Further, as the provisions of the Section 135 were not applicable

to the Company, no Annexure on Annual Report on CSR for the Financial Year 2025 - 2026 is furnished.

The Company has always been otherwise actively donating voluntarily for the charitable purposes or out of the social obligations.

The information required pursuant to Section 197 read with Rule 5(1) and 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure III.

During the financial year under review, in terms of Section 118(1) of the Companies Act, 2013, the Company has complied with the Secretarial Standards SS-1 and SS-2 on Board Meetings and Annual General Meeting issued by the Institute of Company Secretaries of India (ICSI).

Subject to the applicable provisions of the Companies Act, 2013 and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic means (e-mail) in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Also, the Company has taken sufficient measures and adopted a policy in terms of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder.

a. No. of complaints of sexual harassment received during FY 202526 - Nil

b. No. of complaints of sexual harassment disposed off during FY 2025-26 - Nil

c. No. of complaints outstanding at the end of the year - Nil

d. No. of complaints of sexual harassment pending for more than ninety days - Nil

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management's Discussion and Analysis Report and the same forms part of this Report.

The Company is committed to uphold the values of transparency, integrity, accountability and ethical corporate citizenship across all its business activities. This commitment lays down the foundation of its governance practices which focus on creating sustainable value for the stakeholders.

The Company has laid down Code of Conduct to which the Board and Senior Management have affirmed compliance. The Code is displayed on the official website of the Company at https://www. itlindia.com/investorrelations/corporategovernance.

The Company has complied with the provisions of Corporate Governance requirements, as stipulated under Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance forming part of the Directors' Report and the certificate from a Practicing Company Secretaries pursuant to the said Regulation is attached with the Corporate Governance Report.

During the financial year 2025-26, the Company has made an investment of ?369.80 lakhs in IntraSoft Ventures Pte. Ltd. (IVPL) towards share application money pending allotment.

Provisions of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, with respect to Business Responsibility and Sustainability Reporting is not applicable to the Company, hence the disclosure under the given head is not made.

Your Directors take this opportunity to place on its gratitude to customers, shareholders, suppliers, bankers, business partners/ associates and financial institutions for their consistent support and encouragement to the Company.