FOR THE FY 2024-25

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

FINANCIAL PERFORMANCE OF THE COMPANY ON STANDALONE AND CONSOLIDATED BASIS

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

` 12 Crores on a consolidated basis for FY 2024-25, compared to total comprehensive loss of ` 820.37 Crores (standalone) and ` 349.48 Crores (consolidated) in FY 2023-24.

( Rs. in Crores except EPS)

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

STATE OF THE COMPANY'S AFFAIR

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

a) Brand Evolution – Logo Refresh:

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

b) Fund Raising through Rights Issue:

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

c) Corporate Restructuring Initiatives:

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

• Scheme of Amalgamation

The Board of Directors, at its meeting held on March 20, 2025, approved a Scheme of Amalgamation pursuant to the applicable provisions of the Companies Act, 2013. The Scheme provides for merger of the following wholly owned subsidiaries with the Company 3i Infotech Consultancy Services Limited, 3i Infotech Digital BPS Limited,

Versares Digital Technology Services Private Limited, and NuRe Edgetech Private Limited . The proposed amalgamation is aimed at simplifying the group structure, achieving operational synergies, and enhancing overall efficiency. The scheme is subject to the requisite approvals including that of the Hon'ble National Company Law Tribunal (NCLT).

• Strategic Divestment in NuRe MediaTech Limited

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

• Simplification of Organisation Structure by Voluntary Closure of Offshore Subsidiaries

During the year and on the date of this report, following dormant offshore subsidiaries have been dissolved: Nure Edge Tech INC, USA - w.e.f. December 18, 2024 3i Infotech (Western Europe) Group Limited, UK - w.e.f. April 01, 2025

3i Infotech (Western Europe) Holdings Limited, UK - w.e.f. April 01, 2025 Rhymes Systems Limited, UK - w.e.f. April 1, 2025 The Board of Directors of the Company, at its meeting held on January 29, 2025, approved the voluntary closure of 3i Infotech Saudi Arabia LLC and Nure Infotech Solutions Pte. Ltd., Singapore. The closure process for both subsidiaries is currently underway. The application for strike-off of Nure Infotech Solutions Pte. Ltd., Singapore has been submitted and approved by the Accounting and Corporate Regulatory Authority on May 30, 2025, which has granted a four-month period for any objections.

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

TRANSFER TO RESERVES

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

DIVIDEND

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

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

BUSINESS

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

The Company operates through four key service groups:

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

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

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

NuRe™ is 3i Infotech's unified brand for its next-generation, cloud-first, and AI-powered platforms. It serves as an umbrella for a suite of productised solutions—each purpose-built to drive digital transformation across specific industry verticals. From higher education ERP, to automation and testing platforms (Flexib+), NuRe reflects the Company's commitment to delivering scalable, intelligent, and future-ready enterprise technology.

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

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

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

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Directors hereby confirm that: a) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the Company for the financial year ended on that date; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

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

Further, the financial statements are prepared in accordance with Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended. Based on the reviews of internal, statutory and secretarial auditors, external consultants, the management and respective committees of the Board, the Board is of the opinion that the Company's system of internal financial controls was adequate and the operating effectiveness of such controls was satisfactory during the 2024-25.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions were placed before the Audit Committee for its approval and review on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature. All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in the ordinary course of business and on arm's length. During the year under review, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, there are no transactions that are required to be reported in Form AOC-2. The Company has in place a Policy on Materiality of Related Party Transactions and a Policy on dealing with Related Party Transactions. The said policy can be viewed on the Company's website by accessing the following link: https://www.3i-infotech. com/wp-content/uploads/2025/02/Policy-on-Materiality-of-Related-Party-Transactions-and-Policy-on-dealing-with-Related-Party.pdf The details of related party transactions that were entered during FY2024-25 are given in the notes to the Financial Statements as per Ind AS 24, which forms part of the Annual Report.

CHANGES IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and as on the date of this Report.

FORENSIC AUDIT

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

RISK, GOVERNANCE AND COMPLIANCE MATTERS

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

• Reporting of WOS and SDS

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

• APR filing and approvals

• Application for UIN

• Updating Project Profile b) Current account

• Reconciling outstanding entries in EDPMS and P0103.

• Regularising legacy import transaction

The Company has approached its formal officials in charge during the relevant periods, Mr. V. Srinivasan, former Managing Director & Chief Executive Officer, Mr. Padmanabhan Iyer, former Managing Director & Chief Executive Officer, Mr. Amar Chintopanth, former Chief Financial Officer and Mr. Shivanand R. Shettigar, former Company Secretary, seeking details for the FEMA non-compliances relating to transactions that occurred during their respective tenure. This initiative was aimed to ensure that these legacy matters are closed out in a compliant and transparent manner.

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURT

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

REPORT ON CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUBSTAINABILITY REPORT (BRSR)

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

ANNUAL RETURN

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

CAPITAL a) Preference Share Capital:

During the year under review, the Company has not allotted any preference shares. b) Equity Share Capital: Allotment under Employee Stock Options Scheme

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

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

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

EMPLOYEE STOCK OPTION SCHEMES

As of March 31, 2025, the Company has three Employee Stock OptionSchemesinplace.Theseschemeshavebeenimplemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"). Of these 3 schemes, Employee Stock Option Scheme 2018 and 3i Infotech Employee Stock Option Plan 2023 are currently active. The Company's existing Employee Stock Option Schemes are in full compliance with the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and there has been no material change in the said schemes during year. Disclosures relating to the said schemes as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, including details of options granted, vested, and exercised under the all the schemes, are available on the Company's website at the following link: https://www.3i-infotech.com/ investors/ under Corporate Governance in the Investors' section.

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

PUBLIC DEPOSITS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Composition

As of the date of this Report, the Board of Directors of the Company comprises six members, including four Independent Directors (one of whom is a woman Independent Director) and two Non-Executive Directors. The composition of the Board is in compliance with the provisions the Act and Listing Regulations. The current Board composition is as follows:

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

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

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

• Dr. Aruna Sharma was re-designated from Non Executive - Non Indepedent Director to Non Executive

- Independent Director with effect from March 21, 2025.

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

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

b) Retirement by Rotation

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

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

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

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

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

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

NUMBER OF BOARD MEETINGS

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

POLICIES AS PER THE LISTING REGULATIONS

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

• Whistle Blower Policy;

• Policy on Remuneration of Directors, Key Managerial

Personnel and other Employees;

• Corporate Social Responsibility Policy;

• Policy for determining Material Subsidiaries;

• Policy for determination of Materiality of event or information;

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

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

• Dividend Distribution Policy;

• Risk Management Policy;

• Policy for Board Diversity;

• Policy for Preservation of Documents; and

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS AND COMMITTEES

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

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

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

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has 5 (five) mandatory and 3 (Three) non-mandatory committees: a) Mandatory Committees i. Audit Committee; ii. Nomination and Remuneration Committee; iii. Stakeholders' Relationship Committee; iv. Risk Management Committee; and v. Corporate Social Responsibility Committee b) Non-Mandatory Committees i. Investment Committee; ii. Product Innovation Sub-Committee; and iii. Sub-committee on Legacy Matters of the Audit Committee.

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

VIGIL MECHANISM

In line with the provisions of the Act and the Listing Regulations, the Company has devised and implemented a vigil mechanism in the form of "Whistle Blower Policy" which provides a formal mechanism for all Directors and employees of the Company to make protected disclosures regarding the unethical behaviours, actual or suspected fraud or violation of the Company's Code of Conduct. The Directors and employees may approach the Chairman of the Audit Committee, in exceptional cases. As per the Policy, the Company has an internal committee comprising of the Head-HR and the Compliance Officer of the Company to oversee the functioning of the vigil mechanism as mandated by the Act and assist the Audit Committee thereunder. The Whistle Blower Policy framed by the Company is available on the website of the Company at https://www.3i-infotech.com/wp-content/ uploads/2023/05/Whistle-Blower-Policy-revised-04.05.23.pdf During the year under review, the Company has not received any complaint through Vigil Mechanism.

CONSOLIDATED FINANCIAL STATEMENTS

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

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

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

STATUTORY AUDITORS

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

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

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

STATUTORY AUDITOR'S REPORT

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

SECRETARIAL AUDITOR'S REPORT

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. SAP

& Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the FY 2024-25. The Secretarial Audit Report is appended as Annexure 4 to this Report. With reference to the disclosure of facts reported in the Secretarial Audit Report, the explanations are provided in

Annexure 4A.

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

REPORTING OF FRAUD BY AUDITORS

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

SECRETARIAL STANDARDS

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

LISTING ON STOCK EXCHANGES

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

CONSERVATION OF ENERGY:

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

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

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

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

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

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

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

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

Key Achievements

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

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

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

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

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

QUALITY AND REGULATORY MANAGEMENT

CMMi Level 5 - 3i Infotech has reached new heights in quality with attainment of CMMi Level 5 where quality meets mastery

Quality & Regulatory Management Objectives: Ensuring compliance with Industry Best Practices a) Promoting a quality and compliance culture across the organisation. b) Identifying and implementing regulatory requirements relevant to core business activities. c) Achieving and maintaining product/service conformity and acceptance throughout their lifecycle. d) ISO Certification Details: Effective implementation of Below ISO Standards

• ISO 9001:2015 QMS

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

• ISO 20000:2018 ITSM (IT Service Management)

RESEARCH AND DEVELOPMENT (R & D):

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

Key R&D initiatives include a) Embedding AI and ML in enterprise applications (e.g., Flexib+, CXO Cockpit, Demand Forecasting Engines). b) Building scalable vertical platforms such as NuRe Campus for Education and Insurance CoEs.

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

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

Expenditure on R & D:

(Amount Rs. in Crores)

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

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

b) Foreign Exchange earnings and expenditure

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

(Amount Rs. in Crores)

PERSONNEL

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

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

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

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

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

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

Compliance under the Maternity Benefit Act, 1961

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

RISK MANAGEMENT

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

CREDIT RATINGS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. A brief outline of the CSR policy of the Company and the statutory disclosures with respect to CSR Committee and an Annual Report on CSR activities for FY 2024-25 as required under Rule 8 (1) of the CSR Rules are set out in Annexure 6 of this Report. The CSR Policy as recommended by CSR Committee and as approved by the Board is available on the website of the Company at https://www.3i-infotech.com/ wp-content/uploads/2025/03/Corporate-Social-Responsibility-Policy.pdf During the year, the Company has not spent any amount on CSR activities.

MAINTENANCE OF COST RECORDS

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

INSOLVENCY AND BANKRUPTCY

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

DISCLOSURE OF ONE TIME SETTLEMENT OF LOAN

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

FUTURE OUTLOOK

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

ACKNOWLEDGEMENTS

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

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