3C IT Solutions & Telecoms India Ltd Directors Report

To,

The Members,

3C IT Solutions & Telecoms (India) Limited

The Directors of your Company are pleased to present their 11 th Annual Report on the business and operations of the

Company along with the Audited Annual Financial Statements and the Auditors Report thereon for the financial year ended 31 st March, 2026.

1. FINANCIAL HIGHLIGHTS:

The Financial Performance of the Company for the year ended 31 st March, 2026, as compared to the previous financial year is summarized as below: (In Lakhs)

PARTICULARS	31.03.2026	31.03.2025
Revenue from Operation	5,847.26	3,650.59
Other Income	18.51	29.60
Total Revenue Income	5,865.78	3,680.19
Expenditure	5,806.84	3,668.02
Profit Before Tax	58.94	12.16
Profit After Tax	57.52	(5.70)

2. STATE OF THE COMPANYfS AFFAIRS (i.e., OPERATIONAL PERFORMANCE & FUTURE OUTLOOK):

During the year under review, the income of the Company is 5,865.78 Lakhs as compared to 3,680.19 Lakhs in the previous year. The profit after tax for the year is 57.52 Lakhs as compared to -5.70 Lakhs (loss) in the previous year.

The Board of Directors is exploring various opportunities for increase in business including area of operations and new products & services. Board of Directors expects to achieve better turnover and profitability in coming year. The Company has not changed its nature of business during the financial year 2025-26.

3. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended 31 st March 2026.

4. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134(1)(j) of the Companies Act 2013, the company has not proposed to transfer any amount to general reserve account of the company during the year under ended on 31 st March 2026.

5. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

During the year under review, 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 date of this report. Significant Event / Other Development During the Year: Under the review the Company has entered into a strategic collaboration with Rudrarya International LLP (Cybernara) in the areas of IT-Infrastructure, Cloud, Cybersecurity and Managed Services, with a view to strengthening its service capabilities, expanding its market presence and creating opportunities for future growth. The said collaboration represents an important strategic development for the Company; however, it does not have any material impact/change on the financial position of the Company.

6. CHANGE IN NATURE OF BUSINESS, IF ANY:

There were no changes in the nature of the Business of the Company during the year under review.

7. CHANGES IN CAPITAL STRUCTURE SHARE CAPITAL:

Issued, Subscribed and Paid-up Capital:

During the financial year under review, there was no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company. Accordingly, as at 31 st March, 2026, the Authorised and Paid-up Share Capital of the Company remained unchanged from the previous financial year.

The Company has not issued any new equity shares, shares with differential rights, sweat equity shares or any other securities convertible into equity shares during the financial year under review.

8. UTILISATION OF IPO PROCEEDS

The Company had raised funds through its Initial Public Offering (IPO), which were fully utilised by 31 st March, 2025 in accordance with the objects stated in the Offer Document. Accordingly, no unutilised IPO proceeds remained outstanding as at 31st March, 2025. The Board of Directors, at its meeting held on 30th May, 2026, further took note of the full utilisation of the IPO proceeds and closure of the reporting requirements under Regulation 32 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015. The Auditor s Certificate confirming the utilisation of the IPO proceeds was also submitted to BSE Limited on 30th May, 2026.

9. FIXED DEPOSITS

During the financial year under review, the Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013. Accordingly, the provisions relating to acceptance of deposits under Chapter V of the Companies Act, 2013 and the rules made thereunder were not applicable to the Company during the financial year under review. Further, there were no deposits which were not in compliance with the requirements of Chapter V of the Companies Act, 2013.

10. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the financial year under review, no company has become or ceased to be a subsidiary, joint venture or associate company of the Company. Accordingly, the Company does not have any subsidiary, associate or joint venture as at 31st March, 2026.

11. BOARD OF DIRECTORS

As on 31 st March, 2026, the Board of Directors of your Company comprises of 07 (Seven) Directors, of which 05 (Five) are Non-Executive Directors & 02 (Two) are Executive Directors. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013. Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable being SME listed entity. The details are as follows:

Sr. No. Name	Chairman / MD / Whole Time Director
1 Mr. Ranjit Kulladhaja Mayengbam	Chairman & Managing Director
2 Mrs. Gangarani Devi Mayengbam	Executive Director & CFO
3 Mr. Sujeet Dinanath Naik	Non-Executive and Non- Independent Director
4 Mr. Pandurang Avinash Deokar	Non-Executive and Independent Director
5 Mr. Dhirendra Trivedi	Non-Executive and Independent Director
6 Mr. Shailendra Ramesh Ganeshe	Non-Executive and Independent Director
7. Ms. Gurpreet Kaur Jaggi	Non-Executive and Non- Independent Director

a. Appointment / Cessation / Change in designation of Director during year under review:

Sr. No. Name of Directorfs	Nature of Change	Date of appointment / resignation/ Change in designation
1. Mr. Sujeet Dinanath Naik	Re-Appointment as director who retires by rotation.	27 th September, 2025
2. Ms. Gurpreet Kaur Jaggi	Regularization of Additional Non- Executive director as Non-Executive Director	27 th September, 2025
3. Mrs. Gangarani Devi Mayengbam	Appointed as Chief Financial Officer	12 th November 2025

On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.

12. KEY MANAGERIAL PERSONNEL

During the year under review and in accordance with the provisions of Section 203 of the Companies Act, 2013, Mr. Dnyaneshwar Gajmal has tendered his resignation from Chief Financial Officer (CFO) of the Company on 17 th June 2025 and Mrs. Gangarani Devi Mayengbam, being an existing director, has been appointed in capacity of Chief Financial Officer (CFO) of the Company in their Board Meeting held on 12 th November, 2025. No separate remuneration is payable to Mrs. Gangarani Devi Mayengbam for discharging her duties as CFO.

As on 31 st March, 2026, following are the Key Managerial Personnel of the Company:

Sr. No. Name of the Key Managerial Personnel	Designation
1. Mr. Ranjit Kulladhaja Mayengbam	Chairman & Managing Director
2. Mr. Hashyadeep Dilip Dave	Chief Executive Officer
3. Mrs. Gangarani Devi Mayengbam	Chief Financial Officer
4. Mr. Bharat S Patil	Company Secretary & Compliance Officer

13. DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the rules made there under, out of the total Directors, two-third of the Directors shall retire by rotation every year and if eligible, offer themselves for reappointment at the Annual General Meeting (AGM).

Ms. Gurpreet Kaur Jaggi, Non-Executive Director (DIN: 10027837) of the Company is liable to retire by rotation and she being eligible, has offered herself for reappointment at the ensuing Annual General Meeting of the Company.

The Board of Directors recommend her for re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company. Pursuant to Regulation 36 of the SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015 read with Secretarial Standards 2 on General Meetings, brief details of Ms. Gurpreet Kaur Jaggi is provided as an Annexure to the Notice convening the 11 th Annual General Meeting.

14. DECLARATION FROM INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013, read with Schedule IV and other applicable provisions, if any, and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.

Further, the Company has received the revised declarations from the Independent Directors confirming that they meet with the criteria of Independence as prescribed under the amended provisions of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees, commission, if any, and reimbursement of expenses incurred for attending meetings of the Board/Committees of the Company. Further, Mr. Pandurang Deokar, Independent Director, has been engaged by the Company as an independent professional consultant pursuant to a Consultancy Services Agreement dated 11 th August 2025, for providing professional consultancy and advisory services relating to finance transformation, automation and business process improvement, for a consultancy fee of 35,000 per month. The consultancy services are separate and distinct from his statutory role and responsibilities as an Independent Director of the Company.

15. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Pursuant to the SEBI Regulations, the Company has worked out a Familiarisation Programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.

Through the Familiarisation Programme, the Company apprises the Independent Directors about the business model, corporate strategy, business plans and operations of the Company. The Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Companys vision, core values, ethics and corporate governance practices.

Details of Familiarisation Programme of Independent Directors with the Company are available on the website of the Company and can be accessed through the following weblink: www.3citsolutions.com.

16. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Board of Directors of your Company have carried out Annual Performance evaluation of:

(i) Their own performance as a whole; (ii) Individual Directors Performance; and

(iii) Performance of all Committees of the Board for the Financial Year 2025-26.

The performance of the Board as a whole and of its committees was evaluated by the Board through structured questionnaire which covered various aspects such as the composition and quality, meetings and procedures, contribution to Board processes, effectiveness of the functions allocated, relationship with management, professional development, adequacy, appropriateness and timeliness of information etc. Taking into consideration the responses received from the Individual Directors to the questionnaire, performance of the Board and its Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.

17. MEETINGS OF THE BOARD

During the year under review, the Board of Directors met 6 (Six) times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Further, the details of the Meetings of Board of Directors are as follows:

Sr. No. Date of Board Meeting	No. of Member Entitled to attend	No. of Member Presented
1. 30.05.2025	7	7
2. 11.08.2025	7	4
3. 03.09.2025	7	5
4. 12.11.2025	7	7
5. 07.03.2026	7	5
6. 30.03.2026	7	3

18. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the Financial year ended 31 st March 2026 made under the provisions of Section 92(3) of the Act, and also considering the amendment of Rule 12 of Companies (Management and Administration) Rules, 2014 by MCA, is available on the website of the Company and can be accessed through the following weblink: https://3citsolutions.com/financial/

19. LOANS, GUARANTEES AND INVESTMENTS:

During the financial year under review, the Company has not given any loans, guarantees, or made any investments or provided any securities falling under the provisions of Section 186 of the Companies Act, 2013. Hence, the disclosure under this section is not applicable.

20. COMMITTEES:

i. Audit Committee:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Board of Directors has constituted an Audit

Committee ( Audit Committee ). The provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 are not applicable to the Company. The Audit Committee comprises members as required under the applicable provisions of the Companies Act, 2013. The Chairman of the Audit Committee shall attend the Annual General Meeting of the Company and shall be available to furnish such clarifications as may be required by the shareholders (if any) in relation to the accounts of the Company.

Composition of Audit Committee

Sr. No. Name	Status in Committee
1 Mr. Pandurang Avinash Deokar	Chairman
2 Mr. Dhirendra Trivedi	Member
4 Mr. Shailendra Ramesh Ganeshe	Member

The Audit Committee met 6 (Six) times during the financial year ended 31 st March, 2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder as below;

Sr. No. Date of Meeting	Audit Committee	No. of Member Entitled to attend	No. of Member Presented
1. 30.05.2025		3	3
2. 11.08.2025		3	3
3. 03.09.2025		3	2
4. 12.11.2025		3	3
5. 07.03.2026		3	2
6. 30.03.2026		3	2

Scope of Audit Committee:

1. Overseeing the Company s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;

3. Approving payments to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: i) Matters required to be included in the Director s Responsibility Statement to be included in the Board s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

ii) Changes, if any, in accounting policies and practices and reasons for the same; iii) Major accounting entries involving estimates based on the exercise of judgment by management; iv) Significant adjustments made in the financial statements arising out of audit findings; v) Compliance with listing and other legal requirements relating to financial statements; vi) Disclosure of any related party transactions; vii) Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an Offer (public Offer, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/notice and the report submitted by the monitoring agency, if any, monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor s independence and performance, and effectiveness of audit process;

8. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

10.Discussion with internal auditors any significant findings and follow up there on;

11.Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

12.Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern;

13.To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders

(in case of non-payment of declared dividends) and creditors;

14.To review the functioning of the Whistle Blower mechanism;

15.Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;

16.Approval or any subsequent modification of transactions of the Company with related parties;

17.Scrutiny of inter-corporate loans and investments;

18.Valuation of undertakings or assets of the Company, wherever it is necessary;

19.Evaluation of internal financial controls and risk management systems;

20.Review of management discussion and analysis report, management letters issued by the statutory auditors, etc;

21.Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

22.Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as on the date of coming into force of this provision.

23.Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

Powers of Audit Committee: The Audit Committee shall have powers, including the following:

1. To investigate any activity within its terms of reference; 2. To seek information from any employee; 3. To obtain outside legal or other professional advice; and

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

The Audit Committee shall mandatorily review the following information:

i) Management discussion and analysis of financial condition and results of operations;

ii) Statement of significant related party transactions (as defined by the audit committee), submitted by management;

iii) Management letters / letters of internal control weaknesses issued by the statutory auditors;

iv) Internal audit reports relating to internal control weaknesses; and

v) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

vi) Statement of deviations: (a) half yearly statement of deviation(s) submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI ICDR Regulations. (b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI ICDR Regulations.

vii) The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

ii. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board of Directors has constituted a Nomination and Remuneration Committee ( NRC ). The provisions of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 are not applicable to the Company. Accordingly, the NRC has been constituted and shall discharge its functions and responsibilities in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Composition of Nomination and Remuneration Committee:

Sr. No. Name	Status in Committee
1 Mr. Pandurang Avinash Deokar	Chairman
2 Mr. Dhirendra Sidhnath Trivedi	Member
4 Mr. Shailendra Ramesh Ganeshe	Member

The Nomination and Remuneration Committee met 4 (Four) times during the financial year ended 31 st March 2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder as under.

Sr. No. Date of Remuneration Meeting	Nomination and Committee	No. of Member Entitled to attend	No. of Member Presented
1. 30.05.2025		3	3
2. 11.08.2025		3	2
3. 03.09.2025		3	2
4. 12.11.2025		3	2

Terms of Reference: Set forth below are the terms of reference of our Nomination and Remuneration Committee.

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

i) Use the services of an external agencies, if required; ii) Consider candidates from a wide range of backgrounds, having due regard to diversity; and iii) Consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of Independent Directors and the Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

7. Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Remuneration Policy of the Company is available on the website of the Company at the link www.3citsolutions.com.

iii. Stakeholders Relationship Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board of Directors has constituted a Stakeholders Relationship Committee ( SRC ). The provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. Accordingly, the SRC has been constituted and shall discharge its functions and responsibilities in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Composition of Stakeholders Relationship Committee

Sr. No. Name	Status in Committee
1. Mr. Dhirendra Trivedi	Chairman
2. Mr. Sujeet Dinanath Naik	Member
3. Mr. Shailendra Ramesh Ganeshe	Member
4. Mr. Pandurang Avinash Deokar	Member

The Stakeholders Relationship Committee. ( SRC ) met 4 (Four) times during the financial year ended 31 st March 2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder as under.

Sr. No. Date of Relationship (gSRCh) Meeting	Stakeholders Committee.	No. of Member Entitled to attend	No. of Member Presented
1. 30.05.2025		4	4
2. 11.08.2025		4	2
3. 12.11.2025		4	2
4, 07.03.2026		4	2

The Committee continues to monitor and ensure that all stakeholder grievances and matters are effectively managed, though no specific issues arose that required formal meetings during this period. The term of reference of Stakeholders Relationship Committee is as below:

1. Resolving the grievances of the security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.

2. Review of measures taken for effective exercise of voting rights by shareholders;

3. Review of adherence to the service standards adopted by the Company in respect of various services rendered by the registrar and share transfer agent;

4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders ofthe Company; and

5. Formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

6. Approve, register, refuse to register transfer or transmission of shares and other securities;

7. Sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;

8. Allotment and listing of shares;

9. Authorize affixation of common seal of the Company;

10.Issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;

11.Approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;

12.Dematerialize or rematerialize the issued shares;

13.Ensure proper and timely attendance and redressal of investor queries and grievances;

14.Carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing agreements (if applicable), as and when amended from time to time; and

15.Further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).

iv. Corporate Social Responsibility Committee:

The Company does not fall within the purview of the provisions of Section 135 of the Companies Act, 2013, and accordingly, the provisions relating to Corporate Social Responsibility ( CSR ) are not applicable to the Company. However, the Board of Directors has constituted a Corporate Social Responsibility Committee ( CSR Committee ).

The composition of the CSR Committee is as follows:

Sr. No. Name	Status in Committee
1 Ranjit Kulladhaja Mayengbam	Chairman
2 Pandurang Avinash Deokar	Member
3 Sujeet Dinanath Naik	Member

The CSR Committee of the Company did not convene any meetings during the financial year ended 31st March, 2026, as there was no business requiring the consideration or attention of the Committee during the year.

Role of Corporate Social Responsibility Committee:

Formulation of a corporate social responsibility policy to the Board, indicating the activities to be undertaken by the Company in areas or subject specified in the Companies Act, 2013. The activities should be within the list of permitted activities specified in the Companies Act, 2013 and the rules thereunder;

Recommending the amount of expenditure to be incurred, amount to be at least 2% of the average net profit of the Company in the three immediately preceding financial years or where the Company has not completed the period of three financial years since its incorporation during such immediately preceding financial years;

Instituting a transparent monitoring mechanism for implementation of the corporate social responsibility projects or programs or activities undertaken by the Company;

Monitoring the corporate social responsibility policy from time to time and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

Identifying corporate social responsibility policy partners and corporate social responsibility policy programmes;

Identifying and appointing the corporate social responsibility team of the Company including corporate social responsibility manager, wherever required; and performing such other duties and functions as the Board may require the Corporate Social Responsibility Committee to undertake to promote the corporate social responsibility activities of the Company or as may be required under applicable laws.

21. AUDITORS AND REPORTS

A. Statutory Auditors

M/s. CMRS and Associates LLP, Chartered Accountants (Firm Registration No. 101678W), were appointed as the Statutory Auditors of the Company at the 9 th Annual General Meeting held on 28 th September, 2024, for a term of five (5) consecutive years, commencing from the conclusion of the 9 th Annual General Meeting until the conclusion of the 14 th Annual General Meeting of the Company, in accordance with the provisions of the Companies Act, 2013.

Accordingly, M/s. CMRS and Associates LLP continue to hold office as the Statutory Auditors of the Company for the financial year ended 31 st March, 2026.

The Auditors Report is annexed to this Report as Annexure-7 for the Financial Year ended 31 st March, 2026, does not contain any qualification, reservation or adverse remark expect following remark: In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, Except AS-15 Employee Benefits, the Company has not done any provision for gratuity, we cannot form opinion of its effect on profitability.

Boardfs reply: The Board has noted the Auditor s observation regarding non-provision for gratuity under AS-15 Employee Benefits. As on the reporting date, none of the employees of the Company has completed the applicable qualifying period of continuous service for gratuity entitlement under the prevailing provisions of law. Accordingly, based on the facts and circumstances prevailing as at the reporting date, no provision towards gratuity has been recognized in the financial statements. However, the Company is in the process of completing the requisite documentation and formalities in relation to gratuity and employee benefit obligations. The Company shall appropriately recognize and provide for gratuity liability, wherever applicable, in accordance with the applicable provisions of law and the relevant accounting standards.

Further, the Auditors have expressed an Unmodified Opinion on the Audited Financial Statements for the financial year ended 31 st March, 2026.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013 the Statutory Auditor of the Company have Not reported any incident of fraud to the Audit during the year under review.

B. Secretarial Auditor and Secretarial Audit Report

As on 31 st March 2026, the provisions of Section 204 of the Companies Act, 2013, read with Section 134(3) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are applicable to the Company. Accordingly, the Board has appointed M/s Kanj & Co. LLP, Practicing Company Secretaries, Pune (CP No. 2809), as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2026. The Secretarial Audit Report in Form MR-3, as provided by the Secretarial Auditor, is annexed to this Report as Annexure-6 .

The Secretarial Auditor, in their report for the financial year ended 31st March 2026, has made certain observations and suggestions in relation to applicable statutory and regulatory requirements. The observations and the corresponding responses of the Board are as follows:

The copy of the Annual report for financial year 2024-25 was submitted to the stock exchange beyond the time limit prescribed in Regulation 34(1)(a) of SEBI LODR Regulations and to that extent the Company has not complied with the said Regulation. A fine of Rs. 47200/- was levied by BSE Limited on the Company for the said contravention and the Company has paid the specified amount of fine.

Boardfs Reply: The Board of Directors has taken note of the above observation. The delay in submission of the Annual Report to BSE portal was due to unavoidable circumstances and was an isolated instance. The Board had also taken note of the communication received from the Bombay Stock Exchange regarding the delay in submission of the Annual Report to BSE for the financial year ended 31 st March 2025, as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, at its meeting 12 th November 2025.

The Company has duly paid the applicable fine levied by BSE Limited and has taken due note of the matter. The Company shall continue to monitor the applicable regulatory timelines and strengthen its internal compliance mechanism to ensure timely submission of statutory and regulatory filings in future.

Further, the Secretarial Auditor has made the following observations/suggestions with respect to certain disclosure and compliance requirements, which have been duly considered by the Board:

Management Discussion and Analysis

The disclosures given in Management Discussion and Analysis section in the Annual report are to be given under the appropriate heads as specified in Regulation 34 read with Para B of Schedule V of SEBI LODR Regulations.

Board s Reply: The Board has considered the above suggestion of the Secretarial Auditor. The Company shall ensure that the Management Discussion and Analysis forming part of the Annual Report is appropriately structured and the relevant disclosures are placed under the applicable heads prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company will continue to review and align the contents of the Management Discussion and Analysis with the applicable statutory and regulatory disclosure requirements.

Disclosure relating to Maternity Benefit Act, 1961

The statement with respect to the compliance of the provisions relating to the Maternity Benefits Act, 1961 as specified in Rule 8(5)(xiii) of Companies (Accounts) Rules, 2014 is to be included in the Boards report of the Company, which is mandated pursuant to the Companies (Accounts) Second Amendment Rules, 2025 dated 30 th May 2025.

Boardfs Reply: The Board has considered the above observation and suggestion of the Secretarial Auditor. In view of the amendments to the applicable provisions of the Companies (Accounts) Rules, 2014, the Company has taken due note of the revised disclosure requirements and shall ensure that all applicable requirements, including the requisite statements and disclosures relating to the Maternity Benefit Act, 1961, are duly covered in the Board s Report and other relevant disclosures, as applicable.

Disclosure relating to appointment/regularisation of Non-Executive Director.

The information with respect to the appointment of Gurpreet Kaur Jaggi was not adequately provided to the shareholders of the Company in the notice of Annual General Meeting as specified in sub-regulations (a) to (e) of

Regulation 36(3) of SEBI LODR Regulations.

Boardfs Reply: The Board has considered the above observation of the Secretarial Auditor. The Company shall ensure that the requisite particulars and disclosures relating to the regularisation of Additional Non-Executive Directors are appropriately incorporated in the Notice of General Meetings in accordance with Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions.

Corrective Action / Compliance Measures: The Company has taken note of the observations and suggestions made by the Secretarial Auditor and shall continue to strengthen its internal compliance monitoring and review mechanism to ensure timely adherence to applicable statutory and regulatory requirements and appropriate disclosures in the Annual Report, Board s Report and notices of General Meetings, as applicable.

C. Internal Auditor

During the financial year under review, M/s. Sachin Gogave & Co. LLP, Chartered Accountants, Pune, who were appointed as the Internal Auditor of the Company, tendered their resignation vide letter dated 25 th July, 2025. The said resignation was received and communicated to the Company on 23 rd March, 2026. The Board of Directors, at its meeting held on 30 th March, 2026, took note of the resignation of M/s. Sachin Gogave & Co. LLP.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 30 th March, 2026, appointed M/s. Yatin Gandhi & Associates, Chartered Accountants, Pune, as the Internal Auditor of the Company to fill the vacancy caused by the resignation of the previous Internal Auditor for the financial year 2025 26 and also for the financial year 2026 27, on such remuneration and terms and conditions as may be mutually agreed between the Company and the Internal Auditor.

The Internal Audit function is an integral part of the Companys governance framework and assists in evaluating the adequacy and effectiveness of internal controls, risk management systems and operational processes. The Internal Audit function covers, inter alia, inventory and stock, project-related accounts, corporate accounts and other areas of the Companys operations, as considered appropriate.

D. Cost Audit and Maintenance of Cost Records

As on 31 st March, 2026, the provisions related to maintenance of Cost records as specified by the Central Government under Section 148 (1) of Companies Act, 2013 are not applicable to the Company.

22. RELATED PARTY TRANSACTIONS

The Board has formulated and adopted a Related Party Transactions Policy ( RPT Policy ) for the purpose of identification, monitoring and reporting of related party transactions. The RPT Policy as approved by the Board is uploaded on the Companys website viz. https://3citsolutions.com/code-policies/

All the Related Party Transactions entered into during the financial year were entered in the Ordinary course of business and at an arms length basis.

Further, none of these Contracts / Arrangements / Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. The details are disclosed in Form AOC-2 which is annexed as Annexure 1 to this report.

23. RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Risk Management Policy is available on the website of the Company and can be accessed through the following weblink: https://3citsolutions.com/risk-management-policy/

24. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has adequate internal financial controls. Further, the members of the Audit Committee interact with the Statutory Auditors and the management in dealing with matters within its terms of reference.

During the year, such controls were assessed to find out any weaknesses in them. Services of professional consultants were obtained to remove such weaknesses wherever required and ensuring that the internal financial controls are robust and are operating effectively.

The Company have maintained their accounting records in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company.

The details of the internal financial control systems and their adequacy are included in a detailed manner in Management Discussions and Analysis Report, which is annexed as Annexure 2 to this report.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

As on 31 st March, 2026, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company.

26. INDUSTRIAL RELATIONS

The Companys relations with all its employees remained cordial and satisfactory during the year under review.

27. PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure 3 .

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. CEO/CFO CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 not applicable on the Company as the Company is listed on the SME platform and the exemption is granted to the Companies listed on the SME platform under Regulation 15(2) of SEBI (LODR), Regulations, 2015.

29. INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhere to the code.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the required information relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo for the financial year ended 31 st March 2026 is given below:

A. Conservation of Energy:

(i) The Company has undertaken measures to reduce energy consumption by using energy-efficient IT equipment, LED lighting, and optimizing HVAC systems in office and server areas.

(ii) The Company is also exploring and planning to use of alternate sources such as solar energy for its facilities.

(iii) Capital investment towards energy conservation equipment is currently under planning and will be undertaken in a phased manner.

B. Technology Absorption:

(i) The Company continues to focus on adopting modern technologies, including cloud computing, automation tools, and cybersecurity enhancements. (ii) These efforts are aimed at improving service efficiency, reducing costs, and enhancing product offerings. (iii) (a) No technology was imported in the last three financial years. (b) to (d): Not applicable. (iv) Expenditure on Research and Development is currently in the planning stage, with future investments aligned to product innovation and process improvements.

C. Foreign Exchange Earnings and Outgo:

During the year under review, foreign exchange earnings of USD 97,745, while there was no foreign exchange outgo.

31. VIGIL MECHANISM/ WHISTLEBLOWER

The Company has in place a vigil mechanism as required under Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, for Director and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys code of conduct.

The Policy on Vigil Mechanism and Whistle blower is available on the website of the Company and can be accessed through the following weblink: https://3citsolutions.com/whistle-blower-policy/

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the workplace.

During the year, there were no complaints were received. Further members are requested to refer Annexure 4

33. DISCLOSURE WITH RESPECT TO THE PROVISIONS RELATING TO MATERNITY BENEFIT ACT, 1961

Pursuant to Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Second Amendment Rules, 2025, the Company confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year under review.

34. DEMATERIALIZATION OF SHARES

All the Shares of your Company are in Dematerialization mode. The ISIN of the Fully Paid-Up Equity Shares of your Company is INE0R7D01018.

35. GENERAL SHAREHOLDER INFORMATION

The Company is registered with the Registrar of Companies, Pune, Maharashtra. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L72200PN2015PLC154459.

Annual General Meeting for FY 2025-26

Annual General Meeting (day, date, time and venue)	Wednesday 30 th September, 2026 at 11.30am
Financial Year	April 2025- March 2026
Book Closure Date	24 th September, 2026 to 30 th September, 2026
Registered Office	Office No. 602, 603, and 604, Sr. No. 43A/5A 43A/5B, Aseem Mayank, Pune City, Pune, Maharashtra, India, 411001
Name and Address of Stock Exchanges where	BSE Limited (SME Platform)
Companys securities are listed	Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001
	Scrip Code: 544190
Listing fees	The Annual Listing fees for the financial year 2025-26 have been paid timely.
Share Registrar and Transfer Agents	Skyline Financial Services Private Limited
Company Secretary & Compliance officer	Mr. Bharat S Patil
	Email: compliance@3citsolutions.com

36. SHARE TRANSFER SYSTEM

Nomination Facility

Shareholders who hold shares in physical form (if any) and wish to make/ change a nomination in respect of their shares in the Company, as permitted under Section 72 of the Companies Act, 2013, may submit request to Registrar and Transfer Agent (RTA) the prescribed Forms SH-13/SH-14.

Shares held in Electronic Form

Shareholders holding shares in electronic form may please note that instructions regarding change of address, bank details, email address, nomination and power of attorney should be given directly to the Depository Participant (DP).

Shares held in Physical Form

As on 31 st March 2026, all the share held by the shareholders were in dematerialised form.

37. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

38. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

A. In preparation of the Annual accounts for the year ended 31 st March 2026; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

B. They have selected such accounting policies as mentioned in the notes to the Financial Statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the Statement of Affairs of the Company as at 31 st March 2026 and of the Profit of the Company for the year ended on that date.

C. They have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. They have prepared the Annual accounts on a going concern basis;

E. They have laid down internal finance controls to be followed by the Company and such internal finance controls are adequate and operating effectively;

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

39. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has devised systems, policies, procedures, frameworks for ensuring orderly and efficient conduct of its business, including adherence to Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and review by audit committee of the company.

40. REMUNERATION/ COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY:

The Company does not have any Holding Company and Subsidiary Company.

41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company s operations in future.

42. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds required to be transferred to Investor Education and Protection Fund (IEPF).

43. CODE OF CONDUCT:

The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel. The Company has received annual affirmations from the members of the Board and Senior Management Personnel regarding compliance with the Code of Conduct during the financial year under review.

44. CORPORATE GOVERNANCE:

The Company being listed on the SME Platform of Bombay Stock Exchange is exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Hence no Corporate Governance Report is required to be annexed with Annual Report.

Further, pursuant to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26 and 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and paragraphs (C), (D) and (E) of Schedule V to the said Regulations are not applicable to the Company, being a company whose specified securities are listed on the SME Exchange.

45. GENERAL

Your directors state that No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares and Employees Stock Options) to employees of the Company under any scheme.

3. Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016, against the Company.

4. One-time settlement with any Bank or Financial Institution.

46. CAUTIONARY STATEMENT

The statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

47. APPRECIATIONS

Your Directors acknowledge the valuable contribution of all its employees at all levels in the continuous growth of the Company and making it a dominant player in the market.

The Directors would also like to thank the Company s promoters, bankers, government authorities and business associates of the Company and other Stakeholders for their continued co-operation and support in the Company s growth and in its operations.

For and on behalf of Board of Directors of
3C IT Solutions & Telecoms (India) Limited
(Formerly known as 3C IT Solutions & Telecoms (India) Private Limited)

Sd/-	Sd/-
Authorized Signatory	Authorized Signatory
Name: Ranjit Kulladhaja Mayengbam	Name: Gangarani Devi Mayengbam
Designation: Chairman & Managing Director	Designation: Director & CFO
DIN: 06929013	DIN: 07093162
Address: Flat no. 302, Tiara-A, Palace Orchard Society,	Address: Flat no. 302, Tiara-A, Palace Orchard Society,
Undri, Pune, Maharashtra 411060	Undri, Pune, Maharashtra 411060.

Date: 07 th September, 2026
Place: Pune