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3i Infotech Ltd Auditor Reports

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3i Infotech Ltd Share Price Auditors Report

To the Members of 3i Infotech Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS OPINION

1. We have audited the accompanying Standalone Financial Statements of 3i Infotech Limited ("the Company"), which comprise the Standalone Balance Sheet as at 31st March, 2026, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the Standalone Financial Statements, including a summary of material accounting policies and other explanatory notes for the year ended on that date (hereinafter referred to as "the Standalone Financial Statements") In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards notified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the State of Affairs of the Company as at 31st March, 2026, its Profit and the Other Comprehensive Income, Changes in Equity and its Cash Flows for the year ended on that date.

BASIS FOR OPINION

2. We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

EMPHASIS OF MATTER - LEGACY MATTERS

3. We draw attention to Note 18 to the Standalone Financial Statement regarding legacy related assets and liabilities which are all long outstanding matters. The Board constituted the High-Powered Committee to examine both the forensic audit report and the legal opinion. Basis recommendation of the High-Powered Committee, the Company has filed a complaint with the Additional Commissioner of Police, Economic Offence Wing, Navi Mumbai Police Commissionerate, which is presently under investigation. As represented by the Companys management, there is no further adverse financial impact on the Statement. Our opinion on the Standalone Financial Statements is not modified in respect of this matter.

KEY AUDIT MATTERS

4. Key Audit Matters (KAM) are those matters that, in our professional judgement, were of most significance in our audit of the Standalone Financial Statements of the current audit period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the KAM to be communicated in our report.

W e have fulfilled the responsibilities described in the

Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Key Audit Matter

How KAM was addressed in our audit

Revenue Recognition

The Companys contracts with customers include contracts with multiple products and services. The Company derives revenues from IT services comprising software development and related services, maintenance, consulting and package implementation, licensing of software products and platforms and business process management services.

Our audit procedures on revenue recognised from contracts included:

The Company assesses the services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligations to determine the deliverables and the ability of the customer to benefit independently from such deliverables involves significant judgement.

- Obtaining understanding of the systems and processes implemented by the Company and testing the effectiveness of controls relating to recording and computing revenue and associated contract assets, unearned and deferred revenue balances.

In certain integrated services arrangements, contracts with customers include subcontractor services or third-party vendor equipment or software. In these types of arrangements, revenue from sales of third-party vendor products or services is recorded net of costs when the Company is acting as an agent between the customer and the vendor, and on gross basis when the Company is the principal for the transaction. In doing so, the Company first evaluates whether it controls the products or service before it is transferred to the customer. The Company considers whether it has the primary obligation to fulfil the contract, inventory risk, pricing discretion and other factors to determine whether it controls the products or service and therefore, is acting as a principal or an agent.

- Ovaluated managements ability to reasonably estimate the progress towards satisfying the performance obligation by comparing actual efforts or costs incurred to prior year estimates of efforts or costs budgeted for performance obligations that have been fulfilled.

Revenue from fixed price contracts, where the performance obligations are satisfied over time, has been recognized using the percentage of completion method and computed as per the input method based on the Companys estimate of contract costs.

- Oelection of random samples of continuing and new contracts, and evaluated the identification of the distinct performance obligations and determination of transaction price. We performed procedures involving enquiry and observation, verification of evidence in respect of operation of these controls.

Efforts or costs expended have been used to measure progress towards completion as there is a direct relationship between input and productivity.

- Ossessed the IT environment in which the business systems operate and related information used in recording and disclosing revenue in accordance with the said Ind AS. Efforts or costs expended have been used to measure progress towards completion as there is a direct relationship between input and productivity. The estimation of total efforts or costs involves significant judgement and is assessed throughout the period of the contract to reflect any changes based on the latest available information.

The application of Ind AS 115 "Revenue from Contracts with Customers" is complex and involves key judgements mainly relating to (1) identification of distinct performance obligations (2) determination of transaction price of the said identified performance obligations (3) allocation of transaction price to the said performance obligations (4) basis for recognition of revenue over a period.

-Inspected underlying documents and performed analytics to determine reasonableness of contract costs

Refer Note 19 to the Standalone Financial Statements.

Key Audit Matter

How KAM was addressed in our audit

Recognition and Measurement of Deferred Tax Asset

Please refer to Note 9 (a) of the Standalone Financial Statements. The Company has recognised a net deferred tax asset of Rs. 15.40 Crores as of 31st March, 2026. The recognition of deferred tax involves judgement regarding the likelihood of realisation of these assets, particularly whether there will be sufficient taxable profits in future periods that will support the recognition of these assets. Given the degree of judgement involved in considering these deferred tax assets as recoverable or otherwise, we consider this to be a Key Audit Matter.

Our audit procedures involved gaining an understanding of the applicable tax laws and relevant regulations applicable to the Company.

Our audit procedures included:

- Evaluation of policies used for recognition and measurement of deferred tax assets in accordance with IND AS 12 Income Taxes.

- Assessment of the probability of the availability of profits based on assumptions and other parameters used by the Management against which the Company will be able to use this deferred tax asset in the future, with reference to forecast as noted by the Audit Committee of the Board of Directors.

- Assessed the method for determining the Deferred Tax Asset with reference to applicable tax rates and tested the arithmetical accuracy.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

5. The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Directors Report including annexures to Directors Report, Corporate Governance Report and Shareholders information, but does not include the standalone financial statements, consolidated financial statements and our auditors reports thereon. The above stated reports are expected to be made available to us after the date of this auditors report.

O ur opinion on the Standalone Financial Statements not cover the other information and we do not express any form of assurance conclusion thereon.

6. In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

MANAGEMENTS RESPONSIBILITIES FOR THE STANDALONE FINANCIAL STATEMENTS

7. The Companys management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements, in terms of the requirements of the Act, that give a true and fair view of the financial position, financial performance, including other comprehensive income, change in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act does for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection of the appropriate accounting software for ensuring compliance with applicable laws and regulations including those related to retention of audit logs; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the Standalone Financial Statements, the Management and the Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

9. Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

A s part of an audit in accordance with SAs, we professional judgment and maintain professional skepticism throughout the audit. We also:

- -Identify and assess the risks of material misstatement -of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- -Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

- -Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and the Board of Directors.

- -Conclude on the appropriateness of the Managements and the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- -Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Ma teriality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

W e communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

W e also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Fr om the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current year and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

10. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

11. As required by Section 143(3) of the Act, based on our audit we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in paragraph 11(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended); c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow Statement dealt with by this report are in agreement with the books of account; d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS notified under Section 133 of the Act read with relevant rules of the Companies (Indian Accounting Standards) Rules, 2015 as amended; e) On the basis of the written representations received from the directors as on 31st March, 2026 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2026 from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the existence of internal financial control with reference to financial statements and its operating effectiveness on the company. g) In our opinion and to the best of our information and according to the explanations given to us, the company has not paid any remuneration to its directors during the year, except for director sitting fees. Accordingly, the provisions of section 197 of the Act are not applicable. h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations as at 31st March, 2026 on its financial position in the Standalone Financial Statement. (Refer note 31 to the Standalone Financial Statements). ii. As represented to us, The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. (Refer Note no. 31 to the Standalone Financial Statements) iii. There are no amounts, as on 31st March, 2026, which is required to be transferred by the Company to the Investors Education and Protection Fund. i a) Thev. Management has represented that, to the best of their knowledge and belief, as disclosed in note no. 48 to the Standalone Financial Statements, no funds (which are material either individually or in aggregate), other than in normal course of business, have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; b) The Management has represented, that, to the best of their knowledge and belief, as disclosed in note no. 48 to the Standalone Financial Statements, no funds (which are material either individually or in aggregate), have been received by the Company from any person(s) or entity(ies), including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; c) Based on such audit procedures, that have been considered reasonable and appropriate in the circumstances, performed by us, nothing has come to our notice that has caused us to believe that the representations under paragraph (a) and (b) contain any material misstatement. v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination, which included test checks, the Company has used an accounting software for maintaining its books of account for the year ended 31st March, 2026 which has a feature of recording audit trail (edit log) facility. Further, the audit trail facility was operational throughout the year for all relevant transactions recorded in the accounting software. The feature of recording audit trail (edit log) facility for logging direct data changes at database level was not enabled in the accounting software used. Also, as per information and explanation provided to us, the company has used HRMS Software and FAMS for payroll processing and recording fixed assets register respectively which does not have feature of recording audit trail (edit log) facility. Further, during the course of our audit we did not come across any instance of the audit trail feature in accounting software being tampered with. Additionally, the audit trail for the accounting software has been preserved by the Company since 1st July, 2023.

For C K S P AND CO LLP Chartered Accountants Firm Reg. No. 131228W/W100044

Dhananajay Jaiswal

Partner Place: Navi Mumbai M. No. 187686 Date: 08th May, 2026 UDIN:- 26187686ARTYOV4884

ANNEXURE A TO INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 10 under Report on Other Legal and Regulatory Requirements section of our report of even date, to the members of 3i Infotech Limited ("the Company"), on the Standalone Financial Statements for the year ended 31st March 2026.)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Standalone Financial Statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that: i. In r espect of the Companys Property, Plant and and Intangible Assets: (a) (A) The Company has maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment (PPE) and relevant details of right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangible assets. (b) The Company has a phased programme for physical verification of its Property, Plant and Equipment, designed to cover all such assets once every three years. During the year, the Company carried out physical verification of the phase. In our opinion, having regard to the size of the Company and the nature of its assets, the periodicity of physical verification is reasonable and the programme is being followed. According to the information and explanations given to us, no material discrepancies were noticed on such verification. As represented to us by the management, the physical verification of the Right-of-Use assets is currently in progress and is expected to be completed within a reasonable period.

( Inc) our opinion and according to information and explanations given to us, and on based on our examination of records of the company provided to us, we report that, the Company does not have any immoveable properties in its name. In respect of immoveable properties that have been taken on lease and disclosed as property, plant and equipment in the Standalone Financial Statements, the lease agreements are duly executed in favour of the Company.

( According to the information and explanations given tod) us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right-of-use assets) or Intangible assets or both during the year.

( According to the information and explanations givene) to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. ii. (a) The Company does not hold any inventory as on 31st March, 2026 hence, reporting under clause (ii)(a) of paragraph 3 of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has availed working capital limits in excess of five crore rupees, from banks or financial institutions on the basis of security of Fixed Deposit (refer note 12 of the Standalone Financial Statements). Further, as per the terms and conditions of the loan, the Company is not required to submit quarterly/ monthly returns or statements of current assets to the banks. Accordingly, reporting under clause 3(ii)(b) of the Companies (Auditors Report) Order, 2020 is not applicable to the Company. iii. A ccording to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has made investments in, and granted unsecure loans, to its related parties during the year, in respect of which necessary details are given as under:

(a) The Company has provided loans during the year and details of which are given below:

Particular

Loan

Guarantee

Security

Advances in nature of loans

A Aggregate amount granted / provided during the year

- Subsidiary

3.58

-

-

-

- Join t Venture

-

-

-

-

- Associates

-

-

-

-

- Others

-

-

-

-

B Balance Outstanding as at balance sheet date in respect

of above cases

- Subsidiary

120.27

-

-

-

- Join t Venture

-

-

-

- Associates

-

-

-

-

- Others

-

-

-

-

The aforesaid amounts reported are at gross amounts (including interest accrued).

(b) According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that the terms and conditions of the unsecured loans given are, prima facie, not prejudicial to the interest of the Company.

( According to the information and explanations given to us and on the basis of our examination of the records of the Company,c) in the case of loans given, the same are repayable on demand. Hence reporting under clause 3(iii)(c) to 3(iii)(e) of the order are not applicable.

(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has given loans to its related parties, the details of which are given below: (Amount in INR Crores)

Particulars

All Parties

Promoters

Related Parties

Aggregate amount of loan/advances in the nature of loans

- R epayable on demand (A)

3.58

-

3.58

- Agreement does not specify any terms of period of repayment (B)

-

-

-

Total (A + B)

3.58

-

3.58

Percentage to the total loans granted

100%

-

100%

iv. A ccording to the information and explanations given and on the basis of our examination of the records of the Company, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to loans and making investments, as applicable. v. A ccording to the information and explanations us and on the basis of our examination of the records of the Company, the Company has not accepted any public deposits as per the directives issued by the Reserve Bank of India in accordance with the provision of Sections 73 to 76 or any other relevant provision of the Act and rules framed there-under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

usvi. A ccording to the information and explanations given to us by management, the Central Government has not prescribed the maintenance of cost records under Section 148 (1) of the Act for any of the goods sold and service/activities rendered by the Company. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company. to vii. (a) In our opinion and according to the information and explanations given to us, the Company has generally been regular in depositing applicable undisputed statutory dues, including provident fund, employees state insurance, income tax, goods and service tax, wealth tax, service tax, custom duty, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance, income-tax, Goods and Services Tax, duty of customs, cess and other material statutory dues were in arrears as at 31st March, 2026 for a period of more than six months from the date they became payable.

(b) According to the books of accounts and records of the Company and representation made available to us by the Company, following are the particulars of which have not been deposited on account of any disputes.

Nature of Statute

Nature of Dues

Amount (Rs. in Crore)

Forum where dispute is pending

Year to which the amount relates

The Income Tax Act, 1961

Income Tax

3.65

Mumbai High Court

AY 2002-03

The Income Tax Act, 1961

Income Tax

0.58

Mumbai High Court

AY 2003-04

The Income Tax Act, 1961

Income Tax

0.20

Mumbai High Court

AY 2005-06

The Income Tax Act, 1961

Income Tax

7.49

Mumbai High Court

AY 2006-07

The Income Tax Act, 1961

Income Tax

33.55

Income Tax Appellate Tribunal

AY 2007-08

The Income Tax Act, 1961

Income Tax

28.22

Income Tax Appellate Tribunal

AY 2008-09

The Income Tax Act, 1961

Income Tax

4.82

Income Tax Appellate Tribunal

AY 2009-10

The Income Tax Act, 1961

Income Tax

1.02

CIT (A)

AY 2011-12

The Income Tax Act, 1961

Income Tax

5.18

CIT (A)

AY 2011-12

The Income Tax Act, 1961

Income Tax

14.14

CIT (A)

AY 2013-14

The Income Tax Act, 1961

Income Tax

29.93

CIT (A)

AY 2014-15

The Income Tax Act, 1961

Income Tax

3.56

CIT (A)

AY 2017-18

The Finance Act, 1994

Service Tax

5.59

Office of the Commissioner, CGST and Central Excise Commissionerate

FY 2004-05 to FY 2011-12

The Finance Act, 1994

Service Tax

1.58

CESTAT

FY 2012-13

The Finance Act, 1994

Service Tax

0.16

Commissioner of Service Tax - Mumbai

FY 2004-05 to FY 2005-06

AP VAT Act, 2005

Sales Tax

0.68

Appellate Deputy Commissioner

FY 2009-10 and FY 2010-11

GST Act, 2017

GST-Tamil Nadu

2.38

GST Appeal

FY 2018-19

GST Act, 2017

GST-

0.15

GST Appeal

FY 2018-19

Maharashtra

GST Act, 2017

GST- Karnataka

0.13

GST Appeal

FY 2018-19

GST Act, 2017

GST-Uttar

0.11

GST Appeal

FY 2019-20

Pradesh

GST Act, 2017

GST-

0.25

GST Appeal

FY 2019-20

Maharashtra

GST Act, 2017

GST- Uttar

0.51

GST Appeal

FY 2021-22

Pradesh

viii. A ccording to the information and explanations given us and on the basis of our examination of the records of the Company, there are no unrecorded transactions in the books of account, surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. ix. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, during the year, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.

to (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.

( According to the information and explanations givenc) to us by the management, the Company has not obtained any term loans during the year. Accordingly, clause 3(ix)(c) of the order is not applicable.

( According to the information and explanations givend) to us and on an overall examination of the balance sheet of the Company, we report that no funds have been raised on short-term basis by the Company, and have been utilised for long-term purposes.

( According to the information and explanations givene) to us and on an overall examination of the financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or joint ventures as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(e) of the Order is not applicable.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries as defined under the Companies Act, 2013. Accordingly, clause 3(ix)(f) of the Order is not applicable. x. (a) During the year, the Company raised Rs. 64.10 crore through a rights issue of equity shares. The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment / private placement of shares / fully / partly / optionally convertible debentures during the year. Accordingly, the provisions stated under clause 3(x)(b) of the Order are not applicable to the Company. xi. (a) Based on examination of the books and records of the Company and explanations given to us, the Company has reported fraud carried out by its former Managing Director and Chief Executive Officer along with other persons. The Board constituted the Legacy Committee under the Audit Committee of the Board to examine historical non-compliances and transactions which lack clarity. One of the transactions pertaining to the historical transaction was divestment of 100% stake in eMudhra Consumer Services Limited (formerly known as 3i Infotech Consumer Services Limited) via a Share Purchase Agreement dated December 30, 2010 and the redemption of the preference shares issued by eMudhra on June 16, 2008. Based on the initial internal review of the transaction, the Board approved the initiation of a forensic audit.

Thereafter, the Company constituted a High-Power Committee (HPC) to examine both the forensic audit report and the legal opinion. Basis recommendation of the High-Powered Committee, the Company has filed a complaint with the Additional Commissioner of Police, Economic Offence Wing, Navi Mumbai Police Commissionerate, for fraud of more than Rs.128 crore committed against the Company, which is presently under investigation. As represented by the Companys management, there is no further adverse financial impact on the Statement.

(b) Pursuant to above, we have forwarded our report in Form ADT - 4 to the Audit Committee of the Board (ACB) and after receiving replies from the ACB, we have filed our report in Form ADT-4 to the Central Government along with full details of fraud and basis on which frauds are identified.

( According to the information and explanations givenc) to us, the Company has not received any whistle blower complaints during the year. xii. A ccording to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable. xiii. A ccording to information and explanations given to us and based on our examination of the records of the Company, all transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and the details of such transactions have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards. xiv. (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date for the period under audit. xv. A ccording to information and explanations given to us, in our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Accordingly, clause 3(xv) of the Order is not applicable to the Company. xvi. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable.

(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.

( The Company is not a Core Investment Company (CIC)c) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

( Accordingd) to the information and explanations provided to us during the course of audit, the Group does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d) are not applicable. xvii. In our opinion, and according to the information and explanations provided to us, the Company have not incurred cash losses in the current financial year and had incurred cash loss of Rs. 12.30 crores in the immediately preceding financial year. xviii. Ther e has been no resignation of the statutory during the year. Accordingly, the clause 3(xviii) of the Order is not applicable. xix. A ccording to the information and explanations given and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. xx. A ccording to information and explanation given to us and on the basis of our examination of the records of the Company, section 135 is applicable to the company. However, the amount required to be spent under Section auditors 135(5) for the year is Nil, considering the earlier years losses of the Company calculated in accordance with Section 198 of the Act. Accordingly reporting under clause 3(xx) (a) and us (xx)(b) of the Order is not applicable for the year.

For C K S P AND CO LLP Chartered Accountants Firm Reg. No. 131228W/W100044

Dhananajay Jaiswal

Partner Place: Navi Mumbai M. No. 187686 Date: 08th May, 2026 UDIN:- 26187686ARTYOV4884

ANNEXURE B TO INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 11(f) under Report on Other Legal and Regulatory Requirements section of our report to the members of 3i Infotech Limited of even date.)

REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (THE ACT)

1. W e have audited the internal financial controls reference to Standalone Financial Statements of 3i Infotech Limited (the Company) as of 31st March 2026 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

2. The Companys management and Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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, as required under the Act.

AUDITORS RESPONSIBILITY

3. O ur responsibility is to express an opinion on the Companys internal financial controls with reference to the Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note issued by ICAI and the Standards on Auditing (SAs), prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls with reference to the Standalone Financial Statements. Those Standards and the Guidance Note require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to the Standalone Financial Statements were established and maintained and whether such controls operated effectively in all material respects.

4. O ur audit involves performing procedures to obtain evidence about the adequacy of the internal financial controls systems with reference to the Standalone Financial

Statements and their operating effectiveness. Our audit of internal financial controls with reference to the Standalone Financial Statements included obtaining an understanding of internal financial controls with reference to the Standalone Financial Statements, assessing the risk that a material with weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

5. W e believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to the Standalone Financial Statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE STANDALONE FINANCIAL STATEMENTS

6. A c ompanys internal financial controls with reference to the Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial controls with reference to the Standalone Financial Statements include those policies and procedures that- i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the company; and iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Standalone Financial Statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE STANDALONE FINANCIAL STATEMENTS

7. Be cause of the inherent limitations of internal controls with reference to Standalone Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to the Standalone Financial Statements to future periods are subject to the risk that the internal financial controls with reference to the Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, to the best of our information and according to the explanations given to us, the Company has maintained, in all material respects, an adequate internal financial controls system with reference to Standalone Financial Statements and such internal financial controls with reference to financial statements were operating effectively as at 31st March, 2026, based on the internal financial control with reference to Standalone Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For C K S P AND CO LLP Chartered Accountants Firm Reg. No. 131228W/W100044

Dhananajay Jaiswal

Partner Place: Navi Mumbai

M. No. 187686 Date: 08th May, 2026

UDIN:- 26187686ARTYOV4884

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