3i Infotech Ltd Directors Report

FOR THE FY 2023-24

Your Directors present the Thirty-one Annual Report (the “Report”) of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL PERFORMANCE OF THE COMPANY ON STANDALONE AND CONSOLIDATED BASIS:

Standalone sales and other income for FY 2023-24 stood at 418.51 Crores as against 391.20 Crores for FY 2022-23. On a consolidated basis, sales and other income for FY 2023-24 stood at 866.70 Crores as against 809.05 Crores for FY 2022-

23. After meeting all expenditures, the Company made a total comprehensive income of (349.48) Crores on a consolidated basis against total comprehensive income of (820.38) Crores on a standalone basis.

( in Crores except EPS)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Total Revenue (I)	418.51	391.20	866.70	809.05
Total Expenses (II)	812.54	353.43	914.03	799.66
Total Exceptional items (III)	424.60	14.48	236.63	(5.01)
Pro??t / (Loss) before Tax (I-II+III)	(818.63)	52.25	(283.96)	4.38
Tax expense
Current Tax	-	-	6.65	2.68
Deferred Tax	-	-	6.84	0.61
Adjustment of tax relating to earlier periods	-	-	0.82	(0.28)
Pro??t / (Loss) for the year	(818.63)	52.25	(298.27)	1.37
Pro??t/(loss) for the year from Discontinued Operations	-	-	-	-
Other Comprehensive Income	-	-	-	-
A. Other Comprehensive income not to be reclassi??ed to pro??t and loss in subsequent year:	-	-	-	-
Remeasurement of gains / (losses) on de??ned bene??t plans	(1.74)	(0.62)	(0.17)	(0.21)
Income tax effect	-	-	(0.36)	0.13
B. Other Comprehensive income to be reclassi??ed to pro??t and loss in subsequent years:	-	-	(50.68)	(64.69)
Other Comprehensive income for the year, net of tax	(1.74)	(0.62)	(349.48)	(64.77)
Total Comprehensive income for the year	-	-	(349.48)	(63.40)
Pro??t for the year attributable to:	-	-
Equity holders of the parent	-	-	(298.27)	1.37
Non-controlling interests	-	-	-	-
Other Comprehensive income for the year attributable to:	-	-	-	-
Equity holders of the parent	-	-	(51.21)	(64.77)
Non-controlling interests	-	-	-	-
Total Comprehensive income for the year attributable to:	-	-	-	-
Equity holders of the parent	-	-	(349.48)	(63.40)
Non-controlling interests	-	-	-	-
Earnings per equity share for pro??t attributable to equity shareholders	-	-	-	-
Basic EPS	(48.52)	3.10	(17.69)	0.08
Diluted EPS	(48.52)	3.05	(17.69)	0.08

TRANSFER TO RESERVES

There is no amount proposed to be transferred to general reserve this year.

DIVIDEND

Your Directors regret to state their inability to recommend any dividend on equity shares for the ??nancial year ended March 31, 2024.

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 Companys website at https://www.3i-infotech.com/wp- content/uploads/2022/09/dividend-distribution-policy.pdf

BUSINESS

The Company provides information technology services and software solutions. It operates through three key segments,

(i) Enterprise Services (includes ADMS, ISMS, Testing, Classic BPS, MVS etc.), (ii) Professional Services (includes Human Capital Management Services) and (iii) Digital Business Services (includes IT & Digital Consulting, AAA, Digital IMS, CloudFirst, Oracle COE, GCC, Cyber SOC, Digital BPS, Cognitive Computing Services, Security Services, Secure Access Service Edge ("SASE"), TME, Edge Computing, Edge Analytics, EnGRC, NuRe Campus, FutureTech etc.)

NuRe ™ is the brand launched by the Company to offer its new products/services.

? NuRe 3i: With NuRe 3i you can migrate your applications and infrastructure to cloud and enhance your business performance, ef??ciency and productivity by unlocking cloud bene??ts with the right platform, tools and services.

? NuRe 3i+ : NuRe 3i+ is a next generation Oracle Cloud Infrastructure (OCI) for the most secured, optimised and simpli??ed digital transformation. NuRe 3i+ and Oracle collaborate to provide a powerful, single vendor, application and database platforms for todays data driven enterprises. Nure 3i+ helps verticals like banking, ??nancial services & insurance (BFSI), public and government sectors, healthcare, media and entertainment to seamlessly migrate to NuRe 3i+ platforms.

? NuRe CloudFirst: It addresses design, construction and managing full-stack cloud solutions, including maintaining crucial operational applications and supporting the entire eco-system in the cloud

The Company has a presence in more than 10 countries across 4 continents. The Company has a strong foothold and customer base in North America, South Asia, Asia Paci??c (APAC), Middle East and Africa (MEA) geographies.

The Company serves customers in banking, insurance, media and entertainment, capital markets, asset and wealth management, government, manufacturing, retail, distribution, telecom and healthcare industry verticals.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE

COMPANIES

During the year under review, the Company has incorporated following wholly owned subsidiary (including wholly owned step- down subsidiary):

Sr. No.	Name of the Company	Indicate whether wholly owned subsidiary OR wholly owned step- down subsidiary	% of Shareholding	Date of Incorporation	Country of Incorporation
1.	Nure Bharat Network Limited	Wholly owned step-down subsidiary	100%	April 21, 2023	India

As on March 31, 2024, there are 30 subsidiaries (including step-down subsidiaries) and 1 Joint Venture of the Company. There has been no material change in the nature of the business of subsidiaries.

As per the ??rst 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 ??nancial statements of subsidiaries / associate companies / joint venture in the prescribed Form AOC-1 is enclosed to the consolidated ??nancial statements. This statement also mentions highlights of performance of subsidiaries /associate companies / joint venture and their contribution to the overall performance of the Company during the year.

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

This Report has been prepared based on the standalone ??nancial statements of the Company and highlights the performance of the subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Directors

hereby con??rm that:

? in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

? they have 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, 2024 and loss of the Company for the ??nancial year ended on that date;

? they have taken proper and suf??cient 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;

a. they have prepared the annual accounts on a going concern basis;

b. they have laid down internal ??nancial controls to be followed by the Company and that such internal ??nancial controls are adequate and are operating effectively; and

c. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

Further, the ??nancial 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 Companys system of internal ??nancial controls was adequate and the operating effectiveness of such controls was satisfactory during the 2023-24.

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 ??nancial statements forming part of this Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES

During the year under review, all the contracts / arrangements

/ transactions entered into by the Company with related parties referred to in Section 188 of the Act were in the ordinary course of business and on an arms length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions.

Since all related party transactions entered into by the Company were in the ordinary course of business and on arms length basis, Form AOC-2 is not applicable to the Company.

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 Companys website by accessing the following link: https:// www.3i-infotech.com/wp-content/uploads/2022/05/Policy- on-Materiality-of-Related-Party-Transactions-and-Policy- on-Dealing-with-Related-Party-Transactions-1.pdf

Details regarding related party disclosures are given under the notes to standalone ??nancial statements which form part of this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING

THE FINANCIAL POSITION OF THE COMPANY

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

FORENSIC AUDIT

The Audit Committee at its meeting held on September 22, 2022, constituted Sub-committee on Legacy Matters, to review comprehensively all legacy matters for parent entity and subsidiary companies and prepare action plan for resolution of the same. Based on ??ndings observed by the Sub-committee on Legacy Matters of the Audit Committee of the Board of the Company and on the basis of ??ndings of various consultants/ experts/ advisors, the Board of Directors of the Company at its meeting held on January 31, 2024, has decided to initiate Forensic Audit, for certain Legacy Matters pertaining to period before March 31, 2021 under the erstwhile Management.

FEMA COMPLIANCE MATTERS

The Sub-committee on Legacy Matters of Audit Committee has also observed certain long outstanding non-compliances with various FEMA Regulations, majority of them are listed below. Based on recommendations of the Sub-committee, the Company has appointed expert consultant on the matter, to address these long pending compliances and ensure that the compliance requirements are meet in reasonable time in line with various regulations..

? Overseas investments

? Reporting of WOS and SDS

? Reporting of transfer, divestment, closing of various subsidiaries and group entities, and certain speci??c transactions.

? APR ??ling and approvals

? Application for UIN

? Updating Project Pro??le

? Current account

? Reconciling outstanding entries in EDPMS, IDPMS and P0103.

? Regularising legacy import transaction

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

During the year under review, no signi??cant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys 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. The Corporate Governance Report along with auditors certi??cate thereon in terms of Regulation 34 read with Schedule V of the Listing Regulations is appended herewith as Annexure I 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)

Regulation 34 of the Listing Regulations mandates the inclusion of the BRSR as part of the Annual Report for the top 1000 listed entities based on market capitalisation as on 31st day of March of every Financial Year. Though the Company has not fallen under top 1000 listed entities based on market capitalisation as on March 31, 2024, BRSR is voluntarily being appended hereto as forms part of this Report as Annexure II.

ANNUAL RETURN

In accordance with the Act, the annual return in the prescribed format is available on the Companys 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 7,64,800 equity shares under Employee Stock Option Scheme 2018.

Considering these allotments, the issued, subscribed and paid-up capital of the Company as on March 31, 2024 stood at 1,69,23,08,420/- consisting of 16,92,30,842 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.

EMPLOYEE STOCK OPTION SCHEMES

The Employee Stock Option Schemes of the Company in force are in compliance with the Act and the SEBI (Share Based Employee Bene??ts and Sweat Equity) Regulations, 2021 and there has been no material change in the said schemes during ??nancial year. The Company approved the scheme “3i Infotech Employee Stock Option Plan 2023" and “3i Infotech Employee Stock Option Plan 2023" for Eligible Employees of Subsidiary Companies of the Company and same approved by the member of the Company through postal ballot dated June 25, 2024. Disclosures relating to the said schemes as required under the SEBI (Share Based Employee Bene??ts and Sweat Equity) Regulations, 2021 are available on the Companys website at the following link: https://www.3i-infotech.com/ investors/ under Corporate Governance in the Investors section.

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

PUBLIC DEPOSITS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Composition:

As on the date of this Report, the Board of the Company consists of Six Directors, out of which Four are Independent Directors (including one woman Independent Director), two are Non-Executive Directors.

The current composition of the Board in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations is as follows:

Sr. No	Name of the Director (s)	Designation
1	CA Uttam Prakash Agarwal	Non-Executive - Independent Director, Chairperson
2	Mr. Avtar Singh Monga	Non-Executive - Independent Director
3	Dr. Aruna Sharma	Non-Executive – Non- Independent Director
4	Dr. Madan Bhalchandra Gosavi $	Non-Executive - Independent Director
5	Mr. Umesh Mehta @	Non-Executive - Non- Independent Director
6	Ms. Zohra Chatterji	Non-Executive - Independent Director

@ Mr. Umesh Mehta was appointed as Additional Non-Executive Non-Independent Director with effect from March 22, 2024 and later on appointed as Non- Executive Non-Independent Director by the members through postal ballot dated June 15, 2024.

$ Dr. Madan Bhalchandra Gosavi was appointed as Additional Non-Executive Independent Director with effect from May 12, 2024 after completion of the ??nancial year and later approved by the members through postal ballot dated June 15, 2024.

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

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, Dr. Aruna Sharma (DIN: 06515361) retires by rotation as a Director at the ensuing AGM and being eligible, offers herself for reappointment.

Detailed pro??le of Dr. Aruna Sharma 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) Key Managerial Personnel:

As on March 31, 2024, following are the Key Managerial Personnel of the Company:

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

b. Mr. Harish Shenoy - Chief Operating Of??cer Professional Services and Chief Risk Of??cer

c. Mr. Sanjay Rawa - Chief Financial Of??cer

d. Mrs. Varika Rastogi - Company Secretary and

Compliance Of??cer.

There were following changes in the Directors and Key Managerial Personnel during the Financial Year ended March 31, 2024:

? Mr. Ashok Shah ceased to be the Chairman & Independent Director of the Company with effect from December 10, 2023, pursuant to provisions contained in Section 149(11) of the Companies Act, 2013.

? CA. Uttam Prakash Agarwal, Independent Director of the Company, appointed as the Chairman of the Board of Directors of the Company with effect from December 10, 2023.

? Mr. Sriram Venkataramanan ceased to be the Non- Executive Director of the Company with effect from January 26, 2024.

? Mr. Umesh Mehta has been appointed as Non- Executive Director with effect from March 22, 2024.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on August 14, 2024, has inter-alia approved that Mr. Raj Ahuja shall also act as the Chief Executive Of??cer (in the category of Key Managerial Personnel) of the Company effective from August 14, 2024.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from each Independent Director 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 MEETINGS OF THE BOARD

There were 9 (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 current policy is to have appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board. The Company has put in place a policy on Remuneration of Directors, KMP and other employees including criteria for determining quali??cations, positive attributes, independence of directors and other matters provided under Section 178 (3) 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

In terms of the provisions of the Act and the Listing Regulations, your Company has laid down criteria for performance evaluation of Directors and Chairperson of the Board and also the process for such performance evaluation. Schedule IV of the Act states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Companys policy relating to appointment and remuneration of Directors, KMPs and other employees, including criteria for determining quali??cations, positive attributes and independence of a director are covered under the Corporate Governance Report, which forms a part of this Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT

DIRECTORS

As per provisions of the Listing Regulations and the Companies Act, 2013 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/ Familiarisation-programeefor- 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 Companys 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, 2024, the Board has 5 (??ve) mandatory and

3 (Three) non-mandatory committees:

Mandatory Committees

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee;

iv. Corporate Social Responsibility Committee; and

v. Risk Management Committee;

Non-Mandatory Committees

i. Investment Committee;

ii. Product Innovation Sub-Committee; and

iii. Sub-committee on Legacy Matters of the Audit Committee (non-mandatory 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". As per the Policy, the Company has an internal committee comprising of the Head-HR and the Compliance Of??cer 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

The detailed information regarding the committees of the Board, including composition of the Audit Committee, has been given in the Corporate Governance Report which forms an integral part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements presented by the Company include the ??nancial 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 ??nancial reporting and preparation of ??nancial statements. The Company also ensures that internal controls are operating effectively.

STATUTORY AUDITORS

M/s. GMJ & Co., Chartered Accountants (Reg. No. 103429W) were appointed as the Statutory Auditor of the Company for a term of 5 (??ve) consecutive years, at the 28th AGM, held on December 15, 2021 to hold of??ce up to conclusion of the 33rd AGM to be held in 2026. The Company has received con??rmation from them to the effect that they are not disquali??ed from continuing as Auditors of the Company.

STATUTORY AUDITORS REPORT

The Auditors Report for the FY 2023-24 does not contain any quali??cations remarks or reservations. The Statutory Auditor has ??rst time issued the disclaimer of opinion in the Audit report for the Financial Results for the quarter and year ended March 31, 2024. Statement on impact of Audit Quali??cations for the quarter and year ended March 31, 2024 is appended as Annexure III.

SECRETARIAL AUDITORS 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 2023-24. The Secretarial Audit Report is appended as Annexure IV to this Report. The Secretarial Auditors Report contains some disclosure of facts which are self- explanatory and do not need any further comments.

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 of??cers or employees under Section 143(12) of the Act.

SECRETARIAL STANDARDS

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 Companys equity shares are listed on BSE Limited

(BSE) and National Stock Exchange of India Limited (NSE).

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, your Company has taken the following technology initiatives.

• Enhance Ef??ciency through Automation: automated IT support functions to improve delivery processes and increase ef??ciency.

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

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

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

• Initiate Digital Transformation: Launch upskilling programs across end users and support team to drive digital transformation initiatives and enhance IT capabilities within 3i

Key Achievements\POA

• Consolidate IT Infrastructure: Transition to cloud- based solutions to minimize reliance on physical hardware servers and network devices, enhancing operational ef??ciency.

• 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.

• Enable Multi-Factor Authentication (MFA): Activate MFA for all Microsoft Of??ce 365 users within 3i to bolster account security.

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

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

QUALIATY 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

• Promoting a quality and compliance culture across the organization.

• Identifying and implementing regulatory requirements relevant to core business activities.

• Achieving and maintaining product/service conformity and acceptance throughout their lifecycle.

ISO Certi??cation Details: Effective implementation of Below ISO Standards applicable to 3i Infotech Limited Scope of Services

• ISO 9001:2015 QMS –DigiBPS and 3i Infotech Limited

• ISO 27001:2013 ISMS (Information Security Management System) - 3i Infotech Limited

• ISO 20000:2018 ITSM (IT Service Management) - 3i Infotech Limited

RESEARCH AND DEVELOPMENT (R & D):

Our i-Tech team has unveiled a suite of cutting-edge solutions that are revolutionizing workplace ef??ciency and employee engagement. The Pulse ChatBOT, seamlessly integrated into our portal, is transforming user interactions, while our mobile-optimized interface ensures access anywhere, anytime. The iReset Application streamlines IT support with self-service password management, and our Intelligent Process Automation Suite is enhancing critical HR functions.

Efforts in automating manual processes are transforming operations—automatically managing Active Directory (AD) accounts during employee offboarding and onboarding through updates in the Hono-HR portal and ensuring daily synchronization of critical information such as reporting managers, processes, and designations. These advancements underscore our dedication to leveraging cutting-edge technology to drive ef??ciency and deliver scalable solutions that can be tailored to meet the needs of our organization and employees.

Expenditure on R & D

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(Amount in Crores)

Particulars FY 2023-24 FY 2022-23

Revenue Expenditure	-	-
Capital Expenditure	11.68	33.76
Total	11.68	33.76
Total R&D expenditure	2.79	8.63
as a percentage of total
standalone revenue

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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 10.43% 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 in Crores)

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Particulars FY 2023-24 FY 2022-23

Earnings	37.27	42.00
Expenditure	1.03	-

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 ??nancial parameters showing a strong uplift. Regular interactions and career enhancements by way of bigger roles to talented employees have helped in strengthening the con??dence of the employees in the tough ??nancial 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 ??rst 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 Of??ce 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 V.

Prevention of Sexual Harassment at Workplace

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. The details of complaints received during the year are given separately in Corporate Governance Report.

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 identi??cation, assessment and monitoring of key risks that could adversely impact the Companys 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 ??nancial risks and controls. The Company is committed to continually strengthen its Risk Management framework in order to protect the interests of stakeholders.

CREDIT RATINGS

In July 2021, CRISIL Ratings has reaf??rmed the rating at ‘CRISIL BBB- while assigning a ‘Stable outlook. Similarly, one of the other rating agencies, CARE Ratings has also reaf??rmed rating of the Company as "CARE BBB-; Stable" (Triple B Minus; Outlook: Stable) in September 2021.

However, in September 2022, both CRISIL and CARE had withdrawn the said ratings as the long-term loans were repaid and no dues were outstanding.

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 2023-24 as required under Rule 8 (1) of the CSR Rules are set out in Annexure

VI of this Report. The CSR Policy as recommended by CSR Committee and as approved by the Board is available on the website of the Company at https://www.3i-infotech. com/wp-content/uploads/downloads/2021/08/Corporate- Social-Responsibility-Policy.pdf

During the year, the Company has not spent any amount on CSR activities in view of losses incurred as per provisions of the Act.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as speci??ed 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.

DISCLOSURE REQUIREMENTS

Disclosures required under the Listing Regulations are provided in the Corporate Governance Report. The Corporate Governance Report along with auditors certi??cate thereon, BRSR and the Management Discussion and Analysis Report forms part of this Report.

FUTURE OUTLOOK

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

ACKNOWLEDGEMENTS

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

The Directors would like to express their gratitude for the unstinted support and guidance received from alliance partners and vendors.

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

For and on behalf of the Board

Sd/-

CA Uttam Prakash Agarwal Date: August 14, 2024 Chairman and Independent Director Place: Navi Mumbai (DIN: 00272983)