3i Infotech Director Discussions


FOR THE FINANCIAL YEAR 2022-23

Your Directors present the Thirtieth Annual Report (the "Report") of the Company along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

OVERVIEW

As informed to the Members in the previous Annual Reports for the financial year 2020-21 and 2021-22, the Company had conducted a slump sale of the global software products business carried on by the Company and its subsidiaries in India and across the world on a going concern basis to Azentio Software Private Limited, India, Azentio Software Private Limited, Singapore ("Azentio Singapore") and Azentio Singapores subsidiaries in the relevant jurisdictions (collectively "Azentio"), pursuant to the business transfer agreement dated December 28, 2020 executed between the Company and Azentio. The aggregate consideration for this transaction was 1000,20,00,000 (Indian Rupees One Thousand Crores Twenty Lakhs). The slump sale was completed on March 31, 2021, except for subsidiaries in Saudi Arabia and Thailand where regulatory approvals were yet to be received.

During financial year 2021-22, the Company had, on November 12, 2021, completed the slump sale of the software products business of its subsidiary in Saudi Arabia on a going concern basis to Azentio. During financial year 2022-23, on June 30, 2022, the Company has completed sale of software products business of its subsidiary in Thailand on a going concern basis to Azentio.

Pursuant to the business transfer agreement dated December 28, 2020 executed between the Company and Azentio, vashi property of the Company was intended to be transferred to Azentio against a receivable of 50 Crores in the financial year 2020-21. During the year 2022-23, this agreement was rescinded and consequently, the property remained with the Company. The counterparty, Azentio has released from its obligation to pay the consideration. The property, which was earlier transferred by way of a slump sale in the financial year 2020-21, has been recognised in the books of the Company in financial year 2022-23.

Financial Performance of the Company on Standalone and Consolidated basis:

Standalone sales and other income for financial year 2022- 23 stood at 391.20 Crores as against 269.10 Crores for financial year 2021-22. On a consolidated basis, sales and other income for financial year 2022-23 stood at 809.05 Crores as against 690.78 Crores for financial year 2021- 22. After meeting all expenditures, the Company made a total comprehensive loss of 63.40 Crores on a consolidated basis and total comprehensive income of 51.63 Crores on a standalone basis for financial year 2022-23.

(Rs in Crore except EPS)

Particulars Standalone Consolidated
FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22
Total Revenue (I) 391.20 269.10 809.05 690.78
Total Expenses (II) 353.43 239.87 799.66 725.04
Total Exceptional items (III) 14.48 (20.80) (5.01) (19.84)
Profit / (Loss) before Tax (I-M+MI) 52.25 8.43 4.38 (54.10)
Tax expense
Current Tax

-

-

2.68 3.43
Deferred Tax - - 0.61 (0.46)
Adjustment of tax relating to earlier periods - - (0.28) 0.42
Profit / (Loss) for the year 52.25 8.44 1.37 (57.49)
Profit/ Loss for the year from Discontinued Operations _
Other Comprehensive Income
A. Other Comprehensive income not to be re-classified to Profit and Loss in subsequent year:
Remeasurement of gains / (losses) on defined benefit plans (0.62) (6.1) (0.21) (7.97)
Income tax effect - - 0.13 0.17
Particulars Standalone Consolidated
FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22
B. Other Comprehensive income to be re-classified to Profit and Loss in subsequent years: - - (64.69) -
Other Comprehensive income for the year, net of tax (0.62) (0.61) (64.77) (7.80)
Total Comprehensive income for the year 51.63 2.34 (63.40) (65.29)
Profit for the year attributable to:
Equity holders of the parent -

-

1.37 (57.49)
Non-controlling interests - - - -
Other Comprehensive income for the year attributable to:
Equity holders of the parent - - (64.77) (7.80)
Non-controlling interests

-

-

-

-

Total Comprehensive income for the year attributable to:
Equity holders of the parent - - (63.40) (65.29)
Non-controlling interests - - - -
Earnings per equity share for profit attributable to equity shareholders
Basic EPS 3.10 0.50 0.08 3.44
Diluted EPS 3.05 0.50 0.08 3.44

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 financial year ended March 31, 2023.

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, 5G Lab as Service, Private 5G, IoT, Security Services, Secure Access Service Edge ("SASE"), AgriTech, TME, Edge Computing, Edge Analytics, NuRe Campus, FutureTech etc.).

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

• NuRe Edge: 5G ready platform that delivers SASE and 5G Edge services from any device and anywhere. It is a cost effective and easy to deploy solution that breaks conventional and complex boundaries of enterprise security.

• NuRe 3i: With NuRe 3i you can migrate your applications and infrastructure to cloud and enhance your business performance, efficiency and productivity by unlocking cloud benefits with the right platform, tools and services.

• NuRe Desk: NuRe Desk enables borderless perimeter of your global workforce to work from anywhere, bringing their own devices and their own network connectivity. On an average, the Company can give users savings of about 20% to 30% compared to leading solutions with our own self-managed application infrastructure.

• NuRe 3i+ : NuRe 3i+ is a next generation Oracle Cloud Infrastructure (OCI) for the most secured, optimised and simplified 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, financial 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 15 countries across 4 continents. The Company has a strong foothold and customer base in South Asia, Asia Pacific (APAC), Middle East and Africa (MEA), Kingdom of Saudi Arabia (KSA) and North America 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 subsidiaries (including wholly owned step- down subsidiaries):

Sr. Name of the Company No. Indicate whether wholly owned subsidiary OR wholly owned step- down subsidiary % of Shareholding Date of Incorporation Country of Incorporation
1 Versares BPS Private Limited Wholly owned step- down subsidiary 100% December 10, 2022 India
2 NuRe EdgeTech Private Limited Wholly owned subsidiary 100% November 28, 2022 India
3 NuRe FutureTech Private Limited Wholly owned subsidiary 100% December 12, 2022 India
4 NuRe CampusLabs Private Limited Wholly owned subsidiary 100% December 20, 2022 India
5 NuRe Infotech Solutions Pte. Limited Wholly owned subsidiary 100% March 15, 2023 Singapore
6 NuRe MediaTech Limited Wholly owned subsidiary 100% March 23, 2023 India
7 NuRe EdgeTech Inc Wholly owned step- down subsidiary 100% March 28, 2023 USA

Further, 3i Infotech Services SDN BHD, a wholly owned subsidiary of the Company based in Malaysia, was struck off on September 12, 2022.

As on March 31, 2023, there are 29 subsidiaries (including step-down subsidiaries) of the Company. There has been no material change in the nature of the business of subsidiaries.

As per the first proviso to Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of subsidiaries / associate companies / joint venture in the prescribed Form AOC-1 is enclosed to the consolidated financial statements. This statement also mentions highlights of performance of subsidiaries /associate companies / joint venture and their contribution to the overall performance of the Company during the year.

Pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial 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 financial 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 confirm 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, 2023 and profit of the Company for the financial year ended on that date;

• they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

b. hey have laid down internal financial controls to be followed by the Company and that such internal financial 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 financial statements are prepared in accordance with Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended. Based on the reviews of internal, statutory and secretarial auditors, external consultants, the management and respective committees of the Board, the Board is of the opinion that the Companys system of internal financial controls was adequate and the operating effectiveness of such controls was satisfactory during the financial year 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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 financial 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 financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and as on the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

During the year under review, no significant 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 certificate 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, 2023, 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/annual- report/

CAPITAL

a) Preference Share Capital:

During the year under review, the Company has not allotted any preference shares.

b) Equity Share Capital:

i. Allotment under Employee Stock Options Scheme:

During the year under review, the Company has, on various dates, allotted in all 5,23,385 equity shares under Employee Stock Option Scheme 2007 and Employee Stock Option Scheme 2018.

Considering these allotments, the issued, subscribed and paid-up capital of the Company as on March 31, 2023 stood at 1,68,46,60,420/- consisting of 16,84,66,042 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 Benefits and Sweat Equity) Regulations, 2021 and there has been no material change in the said schemes during financial year. Disclosures relating to the said schemes as required under the SEBI (Share Based Employee Benefits 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 certificate from the Secretarial Auditors of the Company that its share-based scheme(s) have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (formerly the SEBI (Share Based Employee Benefits) Regulations 2014) and the same is available for inspection by members in electronic mode.

PUBLIC DEPOSITS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a) Composition:

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

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 Mr. Ashok Shah Non-Executive Independent Chairman
2 Mr. Thompson Gnanam Managing Director and Global CEO
3 Dr. Aruna Sharma Non-Executive Director
4 Mr. Avtar Singh Monga Non-Executive Independent Director
5 Mr. Sriram V. Non-Executive Director
6 CA Uttam Prakash Agarwal Non-Executive Independent Director
7 Ms. Zohra Chatterji Non-Executive Independent Director

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 profile 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 31,2023, following are the Key Managerial Personnel of the Company:

a. Mr. Thompson Gnanam - Managing Director and Global CEO

b. Harish Shenoy - Chief Performance Officer & Chief Risk Officer (presently designated as Chief Operating Officer Professional Services and Chief Risk Officer)

c. Sanjay Rawa - Chief Financial Officer

d. Varika Rastogi - Company Secretary and Compliance Officer.

There were no changes in the Directors and Key Managerial Personnel during the year.

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 6 (Six) 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 qualifications, 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 qualifications, 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 Act, the Company has formulated Familiarisation Programme for Independent Directors. The same is available on the website of the Company at https://www.3i-infotech.com/ wp-content/uploads/2022/10/Familiarization-programee- for-independent-directors.pdf. At the time of appointment of an Independent Director, the Company issues a formal letter of appointment to an Independent Director outlining his / her role, function, duties, responsibilities, etc. The terms and conditions for appointment of Independent Directors are also available on the website of the Company at the location mentioned above.

The Board Members are provided with necessary documents / brochures, reports and internal policies to enable familiarising them with the 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, 2023, the Board has six committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee;

iv. Corporate Social Responsibility Committee;

v. Risk Management Committee;

vi. Operations Committee (non-mandatory committee); and

vii. Sub-committee on Legacy Matters of the Audit Committee (non-mandatory committee).

A detailed note on the composition of the Board and its mandatory 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 Officer of the Company to oversee the functioning of the vigil mechanism as mandated by the Act and assist the Audit Committee thereunder. The Whistle Blower Policy framed by the Company is available on the website of the Company at https://www.3i-infotech.com/wp-content/uploads/2023/05/ Whistle-Blower-Policy-revised-04.05.23.pdf

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

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

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

STATUTORY AUDITORS

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

STATUTORY AUDITORS REPORT

The Auditors Report for the financial year 2022-23 does not contain any qualifications remarks or reservations. The Auditors Report is enclosed with the financial statements in this Report.

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. BNP & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report is appended as Annexure III to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

REPORTING OF FRAUD BY AUDITORS

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

SECRETARIAL STANDARDS

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:

• Upskilling programmes to kickstart digital transformation initiatives and boost information security environment.

• Improved delivery through introduction of automation to bring in efficiency.

• Strengthened its solutions through technology innovation, collaboration and acquisition.

• Partnerships with major technology providers for winning go-to market strategies.

• Opened multi-dimensional growth areas by embracing SASE, Cloud and intelligent automation.

RESEARCH AND DEVELOPMENT (R & D)

The solutions offered by the Company for various market segments are continuously developed and enhanced through FutureTech Lab and Global Development Centres.

These arms of the Company focus on developing and expanding the Companys solutions and IPR

With a focus to further enhance the Companys solutions based on market needs, all new solution launches ensure the Companys strategy for growth.

Expenditure on R & D

(Amount Rs in Crore)

Particulars 2022-23 2021-22
Capital Expenditure 33.76 8.05
Total 33.76 8.05
Total R&D expenditure as a percentage of total standalone revenue 8.63% 2.99%

QUALITY

The Company is committed to provide innovative and high- quality solutions and services that meet or exceed customer expectations.

This includes-

• Continuous check and improvisation on quality of our human resources, processes, solutions and services.

• Governance to uplift solutions and delivery standards and minimise errors.

The Company is highly focused on quality and conformity to global standards and frameworks which include ISO 9001:2015, ISO 27001:2013, ISO 20000:2018, CMMi and Agile to ensure organised project execution, thereby transforming business from taking corrective & preventive measures to the state of predicting outcomes. This focus enhances productivity, efficiency, reputation, opportunities and value.

The Company has achieved CMMi Level 3 certification and plans to extend the level to CMMi Level 5.

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 18% of the revenue of the Company is derived from exports.

b) Foreign Exchange earnings and expenditure

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

(Amount Rs in Crore)

Particulars FY 2022-23 FY 2021-22
Earnings 42.00 28.22
Expenditure - 2.20

PERSONNEL

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

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

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

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

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 identification, 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 financial risks and controls. The Company is committed to continually strengthen its Risk Management framework in order to protect the interests of stakeholders.

CREDIT RATINGS

In July 2021, CRISIL Ratings has reaffirmed the rating at ‘CRISIL BBB- while assigning a ‘Stable outlook. Similarly, one of the other rating agencies, CARE Ratings has also reaffirmed 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 financial year 2022-23 as required under Rule 8 (1) of the CSR Rules are set out in Annexure V 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 specified by the Central Government under the provisions of Section 148(1) of the

Act is not required for the business activities carried out by the Company.

DISCLOSURE REQUIREMENTS

Disclosures required under the Listing Regulations are provided in the Corporate Governance Report. The Corporate Governance Report along with auditors certificate 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 financial risks have been discussed in detail in the Management Discussion and Analysis Report which forms a part of this Report.

ACKNOWLEDGEMENTS

The Directors are thankful to the Members for their confidence and continued support. The Directors are grateful to the Central and State Government, Stock Exchanges, Securities & Exchange Board of India, Reserve Bank of India, 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
Ashok Shah Thompson Gnanam
Chairman Managing Director and Global CEO
(DIN: 01194846) (DIN: 07865431)
Date: July 28, 2023
Place: Navi Mumbai