Intellect Design Arena Ltd Directors Report

Dear Members,

We are pleased to present the 14th Annual Report on our business and operations for the year ended March 31, 2025 of Intellect Design Arena Limited ("the Company"). This is our Eleventh year of business operations.

1. Results of operations

(In Rs. Million, except EPS data)

	Standalone		Consolidated
Description	Year ended March 31
	2025	2024	2025	2024
Revenue (including other income)	16,281	17,353	25,770	25,654
Operating expenses (excluding, depreciation and finance cost)	12,605	13,801	19,694	19,671
Finance cost	23	8	42	26
Depreciation and amortisation	1,040	893	1,564	1,372
Profit before share of profit from associate and tax	2,613	2,651	4,470	4,585
Share of (loss)/ profit of associates (net of tax)	-	-	(33)	27
Profit before tax	2,613	2,651	4,437	4,612
Income tax expenses	675	995	1,093	1,385
Profit after tax	1,938	1,656	3,344	3,227
Remeasurement (losses)/gains on defined benefit plans	(5)	17	(5)	17
Exchange differences on translation of foreign operations	-	-	283	134
Net movement on cash flow hedges	(161)	296	(160)	296
Other comprehensive (loss)/income for the year, net of tax	(165)	313	118	447
Total comprehensive income for the year, net of tax	1,773	1,969	3,462	3,674
Less: Non-controlling interest	-	-	3	14
Total comprehensive income for the year (attributable to owners of the Company)	1,773	1,969	3,459	3,660
EPS
Basic Rs.	14.15	12.23	24.29	23.72
Diluted Rs.	13.75	11.78	23.60	22.85

Table No. 1.1

Function wise classification of Consolidated Statement of Profit and Loss

In Rs. Million

	Year Ended
Particulars	March 31, 2025	March 31, 2024
INCOME
Revenue from operations	24,955	25,131
Other income (includes hedge income)	815	523
Total Income	25,770	25,654
EXPENSE
Total expenditure (excluding, depreciation and others)	19,694	19,646
EBITDA	6,076	6,008
Depreciation and amortisation	1,564	1,372
Others	91	39
Profit before tax	4,421	4,597
Provision for taxation	(1,093)	(1,260)
Profit after tax (PAT)
(attributable to owners of the Company)	3,328	3,337

Table No. 1.2

Note: PAT above is without considering one-off exceptional item of MAT credit write-off INR 125 million during the year ended March 31, 2024

2. State of Companys affairs

The consolidated revenue (including other income) for the year ended March 31, 2025 stood at Rs. 25,770 million compared to previous years revenue of Rs. 25,654 million. The consolidated profit after tax for the year ended March 31, 2025 and March 31, 2024 stood at Rs. 3,344 million and Rs. 3,227 million, respectively. The consolidated reserves and surplus as of March 31, 2025 stood at Rs. 27,164 million as against Rs. 23,704 million as of March 31, 2024. For FY 25, the Company has not transferred any amount to the reserves.

3. Material Changes and Commitments

There has been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

4. Dividend

The Board at its meeting held on May 09, 2025 proposed a final dividend of Rs. 4 / - plus a special dividend of Rs. 3 /- per equity share of face value of Rs. 5/- each for the financial year ended March 31, 2025, subject to the approval of shareholders at the ensuing Annual General Meeting and if approved would result in the cash flow of Rs. 972 million. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is uploaded on the Companys website. The web link of the Dividend Distribution Policy is https://www.intellectdesign.com/investor/general/2018-apr-dividend-distribution-policy.pdf.

5. Subsidiary and Associate Companies

Details of Subsidiary Companies, Associate Companies, and their financial position.

As on March 31, 2025 Your Company has 26 subsidiaries (16 direct and 10 step down subsidiaries) and 2 associate companies. A report on the performance and financial position of each of the subsidiaries and Associates is given in Form AOC-1 in Annexure 1.

Pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated audited financial statements of the Company along with relevant documents and separate audited financial statements of each of the subsidiaries are available on the website of the Company.

During the period under review, Intellect AI Technologies Limited (formerly known as Intellect India Limited), a wholly owned subsidiary of the Company has undergone the name change. DigiVation Digital Solutions Private Limited has become a Subsidiary Company with effect from February 21, 2025. No other company has become or ceased to be subsidiary, joint venture or associate of the Company.

6. Cash Position

Your Company has a cash position of Rs. 10,209 million on a consolidated basis.

7. Share Capital

The paid-up capital of the Company increased to Rs. 69,42,58,845 through share allotments made against exercise of Options (20,27,696 equity shares) under the ASOP / ISOP / IIPS Schemes, and comprises 13,88,51,769 equity shares at a face value of Rs. 5 each as on March 31, 2025. The details of all the stock option plans, including terms of reference, and the requirements are set out in Annexure 2.

8. Corporate Governance

Your Company has been complying with the provisions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (referred as "Listing Regulations"). A separate report on Corporate Governance, along with the Certificate on Compliance of the Corporate Governance norms as stipulated under Chapter IV of the Listing Regulations is provided elsewhere in this Annual

Report. The Managements Discussion & Analysis Report forming part of this report, is provided elsewhere in this Annual Report.

9. Transfer to Investor Education and Protection Fund

As required under the provisions of Section 125 and other applicable provisions of Companies Act, 2013 (hereinafter "the Act"), dividend that remains unpaid/ unclaimed for a period of seven years, are to be transferred to the account administered by the Central Government viz: Investor Education and Protection Fund ("IEPF").

According to Section 124 of Companies Act, 2013 the Company has transferred unpaid or unclaimed dividend amount within 7 days after expiry of thirty days to the account opened by the Company on that behalf in the bank called the Unpaid Dividend Account. Further pursuant to sub-section (5) of section 124 if the amount has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to the Investor Education and Protection Fund (IEPF). There were no unclaimed dividend/ corresponding shares required to be transferred to IEPF for the period under review. The Nodal Officer for the IEPF Authority is Mr. V V Naresh, Company Secretary and Compliance Officer and the email id is naresh.vv@intellectdesign.com.

10. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure 3 of this Report.

11. Particulars of employees

(a) The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not form part of this report. In terms of Section 136 of the Act, the same is open for inspection during working hours at the registered office of your Company. A copy of this statement may be obtained by the members by writing to the Company Secretary. (b) The ratio of remuneration of each director to the median remuneration of the employees of the Company and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are part of this report as Annexure 4.

12. Business Responsibility & Sustainability Report

In accordance with Regulation 34(2)(f) of the Listing Regulations, Business

Responsibility and Sustainability Report ("BRSR") covering disclosures in the prescribed format for FY 2024-25 forming part of this report, is provided elsewhere in the Annual Report.

13. Directors Responsibility Statement as required under Section 134 (5) of the Companies Act, 2013

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013 the Directors of your Company confirm that: a) In the preparation of the annual accounts, for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures; b) they have selected such accounting policies, applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Board Meetings, Board of Directors, Key Managerial Personnel & Committees of Directors

(a) Board Meetings:

The Board of Directors of the Company met 7 times during the year 2024-25. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Act. As on March 31, 2025, the Company has 6 (Six) Directors, with an optimum combination of Executive and Non-Executive Directors including Independent Woman Director. The Board comprises of 4 (Four) Non-Executive Directors, out of which 3 (Three) are Independent Directors.

(b) Changes in Executive Directors, Non - Executive Directors & Key Managerial Personnel: During the year under review, the following changes have been made and the details are as under: - Mr. Arun Shekhar Aran has completed his tenure as an Independent Director and ceased to be a part of the Board of Directors on the conclusion of the Thirteenth Annual General Meeting held on June 26, 2024.

(c) Director liable to retire by rotation

In terms of Section 152 (6) of the Companies Act, 2013 and as per Article 34 (l) of the Articles of Association of the Company, one third of the Directors other than Independent Directors are liable to retire by rotation at the Annual General Meeting of the Company. Mr. Anil Kumar Verma, Director, (DIN:01957168), is liable to retire by rotation and offers himself for re-appointment.

(d) Independent Directors

Mr. Arun Shekhar Aran (DIN: 00015335) was re-appointed as an Independent Director at the 8th AGM held on August 21, 2019 for a second term of Five (5) years. He ceased to be an Independent Director on completion of two terms in office at the conclusion of 13th Annual General Meeting of the Company held on June 26, 2024.

Mrs. Vijaya Sampath (DIN:00641110) was appointed as an Independent Director w.e.f. October 25, 2018 for the first term of 5 years and was regularised at the AGM held on August 21, 2019. Her re-appointment for a second term of 5 years was approved at the 12th Annual General Meeting held on July 28, 2023. Mr. Abhay Anant Gupte (DIN:00389288) was appointed as an Independent Director for the first term of 5 years and was regularised at the AGM held on August 21 2020. His re-appointment as an Independent Director for the second term of 5 years was approved on May 22, 2025 through postal ballot. Mr. Ambrish Pandey Jain (DIN: 07068438) was appointed as an Independent Director w.e.f May 05, 2022 for the first term of 5 years and was regularised at the AGM held on July 29, 2022. No Director resigned during the financial year 2024-25. The Company has received necessary declarations from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in Section 149 (6) of the Act and in accordance with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, no Independent Director is a non-independent Director of another Company on the Board on which any non-independent Director of the listed entity is an Independent Director and no Director has been debarred by any order / judgement of any regulator in force. The Independent directors have affirmed compliance with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and confirmed that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/ her ability to discharge duties with an objective independent judgment and without any external influence and that he/she is independent of the management. In the opinion of the Board, the Independent Directors of the Company possess requisite integrity, expertise, experience and proficiency.

(e) Details of remuneration to Directors: The information relating to remuneration of directors as required under Section 197(12) of the Companies Act, 2013, is given elsewhere in the report.

(f) Board Committees

The Company has the following Board Committees:

1. Audit Committee

2. Nomination, Remuneration & Compensation Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Sub-committees:

1. Share Transfer Committee

2. Cyber Security Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance. The policy framed by the Nomination, Remuneration and Compensation Committee under the provisions of Section 178(4) of the Act, is as below:

(g) Remuneration policy: The remuneration policy of the Company has been so structured as to match the market trends of the IT industry. The Board, in consultation with the Nomination and Remuneration & Compensation Committee, decides the remuneration policy for Directors. The Company has made adequate disclosures to the members on the remuneration paid to the Directors from time to time. Remuneration / Commission payable to Directors is determined by the contributions made by the respective Directors for the growth of the Company. The remuneration policy of the Company and other matters as required under Section 178 (3) of the Act can be accessed through https://www.intellectdesign.com/investor/general/remuneration-policy.pdf. There has been no change in the policy since the last fiscal year.

We affirm that the remuneration paid to the Directors are as per the terms laid out in the remuneration policy of the Company.

(h) Board Evaluation

As required under the provisions of Section 134 (3) (p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance and that of its committees and individual directors. The manner in which such performance evaluation was carried out is as under: The performance evaluation framework is in place. Dr. Ashok Korwar, a renowned management consultant, has had technical education at IIT Bombay, completing a B.Tech Degree. Subsequently, he also studied management at Indian Institute of Management, Ahmedabad and completed Ph.D at UCLA Anderson School of Management. He specialises in strategic thinking, go to market strategies and executive coaching. He has created and developed workshops on account management, finance for project managers and Design Thinking. He was appointed to evaluate the performance of the Directors and made a presentation to the Board summarising the views and suggestions made by the individual Directors and the Board. The performance of the Board was evaluated on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, functioning of Board and its Committees, review of the performance of Executive Directors, overseeing management of sustainability impacts, succession planning, strategic planning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board reviewed the performance of Individual Directors on the basis of criteria such as exercise of responsibilities in a bonafide manner in the interest of the Company, striving to attend meetings of the Board of Directors / Committees of which he/she is a member / general meetings, participating constructively and actively in the meetings of the Board/committees of the Board, etc. In a separate meeting of independent directors held on March 07, 2025, performance of Non-Independent Directors, performance of the Chairman of the Company and the performance of the Board as a whole were evaluated.

(i) Vigil Mechanism

The Company has established a whistle-blower policy and also a mechanism for Directors and employees to report their concerns. The details of the same is explained in the Corporate Governance Report.

(j) Related Party Transactions

All related party transactions that were entered during the financial year were on arms length basis and were in the ordinary course of business.

There are no other materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The details of the related party transactions as required under Section 134 (3) (h) read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Form AOC-2 in Annexure 5.

15. Auditors Reports and Auditors

Statutory Auditors: M/s. M S K C & Associates (now known as M/s. M S K C

& Associates LLP) (FRN: 001595S/S000168) Chartered Accountants have been appointed at the 13th Annual General Meeting held on June 26, 2024 to hold office as statutory auditors until the conclusion of the 18th Annual General Meeting of the Company.

There are no qualifications or adverse remarks in the Auditors Report for the financial year ended March 31, 2025.

In connection with the observation made in the Auditors Report, though not in the nature of qualification, the Company uses the accounting software that has a feature of recording audit trail (edit log) facility and is in the process of enabling this facility for all relevant transactions in the accounting software used for maintaining books of account for the Company, its subsidiaries and associates.

Secretarial Auditors: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by M/s B Ravi & Associates, (FRN: P2016TN052400) Practicing Company Secretaries, Chennai and their report is annexed as Annexure 6. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Board of Directors has, based on the recommendation of the Audit Committee and subject to the approval of the shareholders, proposed the appointment of M/s. B Ravi & Associates, Practicing Company Secretaries, being a peer reviewed firm as the Secretarial Auditors of the Company to hold office from the conclusion of the 14th Annual General Meeting until the conclusion of the 19th Annual General Meeting to conduct Secretarial Audit for FY 2025-26 to 2029-30. M/s. B Ravi & Associates have given their Consent vide letter dated January 07, 2025 for being appointed as Secretarial Auditors of the Company for five years as per Regulation 24 A of SEBI (LODR) Regulations, 2015. Certified that the appointment, if made, shall be in accordance with the below mentioned conditions: (a) The firm is eligible for appointment as it is Peer Reviewed Company Secretary and has not incurred any of the disqualifications as specified by the Board (b) The proposed appointment is as per the terms provided under the Act; (c) The proposed appointment is within the limits laid down by or under the authority of the Act; (d) The list of proceedings against the auditor or audit firm or any of the partner of the audit pending with respect to professional matters of conduct, as disclosed in the certificate, is true and correct. Accordingly, resolution for the appointment of M/s. B Ravi & Associates will form part of the notice convening the 14th AGM.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, the Board has appointed M/s. Capri Assurance and Advisory Services, for a period of 2 years with effect from April 01, 2025 till March 31, 2027 as Internal Auditors on the recommendation of the Audit Committee.

The Reports of the Internal Auditors issued by M/s. Sharp & Tannan, Chartered Accountants has been reviewed and taken on record by the Audit Committee of the Board of Directors of the Company.

Cost Records and Cost Audit: Maintenance of cost records and requirements of cost audit as prescribed under Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

16. Deposits

The Company has not accepted any deposits during the financial year and as such, no amount of principal or interest was outstanding as on March 31, 2025.

17 . Reporting of fraud:

During the year under review, there were no instances of fraud required to be reported by the Statutory Auditors / Secretarial auditors of the Company.

18. Social Connect Ullas Trust

Is the collective social responsibility of Intellect that brings together our associates with the adolescent young minds in the communities we live and work in, and even going to back our roots in the districts, to experience the magic of mentoring young minds! Magic as one experiences the joy of shaping young minds, but also the reverse learning that one receives from these bright sparks that inspires every mentor to do more and be more. Since its inception in 1997, Ullas has grown into a thriving community of dedicated associate volunteer mentors from Intellect, from our Clients, and other Corporates; partners from Civil Society Organisations, and youth from Colleges all united by the common purpose of shaping the thinking of adolescent young minds. Over the 27 years, Ullas has sown the seed of a dream, ignited and nurtured over 22 lakhs young minds across 115 Districts, in 8 States and 2 Union Territories. Primary motive of the Trust continues to be - to ignite young minds and nurture them during their most vulnerable space in life (adolescence). This is accomplished through seeding the "Can Do" spirit, encouraging them to dream big with conviction, positive role model influences, and enrichment programs delivered by mentors to nurture them towards achieving their potential and their dreams. Academic Year 2024-25 saw the energy and vigour of Ullas along with its selfless volunteers and mentors coming together to reach out to Young Achievers, Higher Education Scholars and the schools and deliver the interventions under Summit, Touch the Soil and Higher Education

Scholarship Program in alignment with the purpose of "igniting young minds", and sowing the seeds of "Can Do" spirit in every intervention.

Highlights of this Academic Year:

Ullas Annual Can Do Workshop Ullas Trust celebrated its 27th Annual Can Do Workshop in Chennai, a day focused on inspiring dreams, building resilience, and empowering students to reach their full potential. Around 1,200 new Young Achievers from Government, Government-Aided, and Corporation schools across Chennai came together for the event, marking the start of their journey of learning and self-discovery with Ullas. Mr. Arun Jain, Chairman and Managing Director of Intellect, conducted the session on Purple House through the story of a young boy named Swami from the Indian village of Malgudi. In the tale, Swami notices a unique Purple House amidst the usual white, red, brick, and wooden houses. Driven by curiosity, he explores the houses rooms Imagination Room, Doing Room, Effective Room, Influencing Room, and Giving Room. The various rooms are linked to different aspects of the mind, urging listeners to expand their mental space during adolescence as one would expand the rooms of a house. He highlighted the importance of learning, listening, observing, reading, and engaging in dialogue to foster personal growth.

Summit Enrichment Program: Ullas impacted the lives of 5300 plus students from 394 schools across 6 States (Delhi NCR, Haryana, Maharashtra, Tamil Nadu and Telangana) through the Summit interventions. These interventions brought cheer and energised all around from the volunteer mentors to the Young Achievers and Higher Education Scholars as they traversed from one lesson plan to another shaping their thinking and personality. It was a joy to witness the essence and ethos of Ullas continue to flourish creating the intended impact.

Touch The Soil - reconnecting to our roots: With greater resolve Team Ullas took Ullas interventions to students in the classrooms of district schools. The enthusiasm of reaching out to children in district schools could be easily seen on the faces of volunteers. Ullas delivered "Can Do" and "Planning" workshops to over 1.7 lakhs students from 1079

Schools, 114 Districts across 8 States.

Mission Samriddhi Clusters: Across the Mission Samriddhi Clusters spread across 13 districts and 3 states UP (1 district), Maharashtra (3 districts) and Tamil Nadu (9 districts), Ullas program is getting great support from the Panchayat and Community members as they come together along with Ullas coordinators and Mission Samriddhi partners to ensured vibrant, inspiring interactions with young minds to Dream Big, with deep conviction. With the support of volunteers, teachers and role models from the community, the intervention programs were powerful in driving home the "Can Do" spirit.

Ullas HES Virtual Mentoring Sessions by Global Intellect Associates:

An exciting milestone was reached during an enriching engagement that was conducted from January 22nd to 25th, 2025, as Ullas successfully organised virtual mentoring sessions for our Higher Education Scholars (HES) in collaboration with Global Intellect Associates. This initiative brought together Intellect leaders from across the globe Vietnam, Thailand, Malaysia, Singapore, Dubai, Frankfurt, Vienna, London, Cirencester, New York, and Toronto who volunteered to mentor our Higher Education Scholars (HES). The sessions were a blend of virtual and in-person mentoring, co-hosted by Intellect-Chennai volunteers and Ullas team members. It prove to be fulfilling moment for the mentors and the mentee.

Ullas a community of Engaged Givers: "The greatness of a community is most accurately measured by the compassionate actions of its members Coretta Scott King". Especially during the most uncertain and perilous times.

These words reflect what the Ullas community is all about a community made up of our incredible volunteer mentors Friends of Ullas as they are known, our awesome Alumni from across the globe, our very own inspiring Young Leaders who came together to collectively lift the spirits of young minds through the various programs. Be it a 2 hour Summit intervention or a 1-1 mentoring program, our Ullas community was not just empathetic but "compassion in action"! We could not have done this without this ONE team!

Yet another extraordinary year where the "purity of purpose" of Ullas continued to shine bright!

Mission Samriddhi

Mission Samriddhi is a social impact platform dedicated to holistic development of Rural India, through the design and development of projects that are sustainable and capable of scale to positively impact the larger population. We harness the energy of existing programmes, activate and extend self-initiated projects, collaborate with Development Accelerators / CSOs and participate in the change process.

As suggested by the name, ‘Samriddhi, the unifying value is prosperity for all. Mission Samriddhi believes in the cumulative strength of Celebrate, Connect, and Catalyse - Celebrate what is working, Connect people, process and technologies to drive scale & Catalyse the change by providing competence, confidence, education and funding. Mission Samriddhi empowers rural and marginalised communities to dream of change by enhancing their self-worth, overcoming constraints, addressing limiting beliefs and thereby becoming the agents of their development. Mission Samriddhi believes Design Thinking is a human-centred approach to problem-solving, thus enabling ordinary people to do extraordinary things. The Design Thinking process goes beyond the mere use of Design Thinking Tools. It involves the rigour of understanding requirements stated and unstated, observing and clustering patterns, connecting the dots, and unearthing blind spots. Applying Design Thinking, Mission Samriddhi evolved the Community Development Framework (CDF) in consultation with academicians, policymakers and development professionals to address the complex development challenges. The Community Development Framework (CDF) adopts an integrated approach to Personal, Social, Economic, Ecological and Institutional development, with a firm belief in leveraging three levers- the Sensitivity of the grass-roots organisations/community, the Agility of the Corporates and the Scale of the Government. Keeping a cluster of Gram Panchayats as the basic unit of development, the CDF is implemented in chosen clusters through the Cluster Development Program (CDP).

Key initiatives in financial year 2024-2025 are:

Project Surakshya - CDP Odisha, a joint initiative with Centre for Youth and Social Development (CYSD), Bhubaneshwar, is co-funded by EU & Intellect CSR

Project Surakshya - CDP Odisha, the holistic Cluster Development Programme spread across 60 Gram Panchayats in 5 districts of Odisha, is anchored on Mission Samriddhis Community Development Framework (CDF) and covers interventions in Personal, Social, Economic, Ecological and Institutional Development. This project is co-funded by the EU and Intellect CSR.

Some of the key interventions of the 3-year programme are:

1. Strengthening grassroots institutions including PRIs across the 12 clusters of Gram Panchayats of 5 Blocks in 5 Districts of Odisha (KBK region).

2. Social security entitlements - ensuring none are left out in these Gram Panchayats.

3. Train and build a cadre of 500 Community Leaders (1 per village) through a leadership programme spread across 3 Phases that is rooted in the concept of value-based leadership, self-responsibility and personal growth - to bring about positive change in the community.

4. Income enhancement of small and marginal farmers with a focus on women.

5. Skill development, enterprise promotion with a focus on youth. Highlights of 2024-25:

1. 9,375 beneficiaries have been supported and connected with different social security schemes of the government for their respective entitlements

2. Through convergence, 1264 HHs received benefits through incentives and input support such as seeds, saplings, kits etc. while 450 panchayat residents were provided training in various agri-allied skills such as mushroom cultivation, poultry and goat rearing, as alternate sources of income.

3. Installation of 02 cold storage units at Kenduguda and Mathapada Panchayat of Boipariguda Block was facilitated, to reduce distress sale of perishable commodities.

4. Convergence with ICDS and the Horticulture Department of Kesinga Block brought benefit to 494 pregnant women and lactating mothers who each received 10 varieties of seeds to grow nutrition garden and improve their health.

5. 424 PRI, CBO & Village Level Committee members were capacitated to exercise their roles and responsibilities for effective local self-governance. OSR (Own Source Revenue) mapping was done in 46 of the 60 target GPs and the analysis of the status has been documented in the form of a report for further support and action.

6. 11 Panchayat Support Centres have been set up to help strengthen the functioning of Panchayati Raj Institutions (PRIs) and also facilitate entitlement linkage of vulnerable and excluded citizens.

7. 8 SHGs/GPLF covering 60 women were taken through GLIDE workshop to help promote micro enterprises and have independent incomes.

8. 218 Community Leaders have completed the 3-Phases of the Power to Community leadership training and mentoring program to address their village level issues through community action. This helps them to facilitate the prevalence of a Socially Just & Socially Secure Village. These CLs are bringing about change in their communities by raising their voice for better connectivity to villages, leading entitlement drives and raising awareness regarding appropriate functioning of AWWs

9. Facilitated preparation of 128 participatory community led Village Microplans with LSDG (Localised Sustainable Development Goals) theme focus that will be incorporated into the GPDP (Gram Panchayat Development Plan) 10. 134 Village Mates and GRS across 3 Blocks were trained on MGNREGS planning to improve demand for person days work and requirement of individual assets. 41 job card holders of the Labour Group in Muduliguda village of Boipariguda Block were oriented to review and collectively demand work 11.

10 Ullas Libraries in 02 schools per Block, that would use GROWBY methodology to improve reading outcomes & build interest in reading, were initiated. 27 children from various panchayats of Boipariguda Block participated in a life/youth camp. The camp emphasized the importance of self-authority and the ability to make choices that align with long-term goals. 45 children from 6 schools participated in a Bal sabha conducted in Hatikhoj GP of Kesinga Block. The President and VP were elected democratically. They interacted with the Sarpanch and other PRI members helping the children to understand the process of local governance 12. In 02 health-screening camps, 321 & 159 residents from the villages of

Boipariguda Block were tested for malaria & sickle cell anaemia respectively. Those tested positive were referred to the nearest PHC for further support. 13.

31 Gram Sabhas were facilitated across the 6 blocks for GPDP preparation and to improve community participation and ownership.

27 Special Mahila Gram Sabhas were facilitated to allow women to voice their opinions on issues directly impacting them and allowing them to have a platform to put forth their requirements.

? TN-CDP (Tamil Nadu-Cluster Development Programme)

Intellect CSR initiatives under the Tamil Nadu Cluster Development Program (TNCDP) are being implemented in 43 Gram Panchayats spread over 9 Clusters and 8 Districts/Blocks of Tamil Nadu. It reflects a strong commitment to sustainable and inclusive development across thematic areas such as women empowerment, Livelihood enhancement Sexual awareness & rights, Student education, Nutrition, Organic farming and grassroots governance. Below are the key engagements in 2024-25 based on identified

Thematic Areas that align closely with Indias broader development goals and ESG principles.

1. Livelihood Initiative in Villupuram District: Focused on empowering marginalised women through the Samriddhi Collective.

2. Promoting Sexual and Reproductive Health & Rights (SRHR):

Partnered with Rural Womens Social Education Centre (RUWSEC) to advance gender, sexual, and reproductive health rights.

3. ULLAS Students Holistic Development Programme: Implemented to enhance student skills through structured sessions.

4. Nutrition Garden Programme: Initiated to encourage organic vegetable cultivation across multiple districts.

5. Constitution of Biodiversity Management Committees (BMCs): Facilitated to establish biodiversity management across regions.

6. Creation of Farmers Producer Organisation (FPO): Launched a pilot organic farming initiative in Karur Cluster with NABARD support.

7. Students Computer Centres of Excellence: Established to provide digital training in multiple regions.

8. Strengthening Gram Panchayat Development Plan (GPDP) Convergence in Panchayats: Supported to enhance development planning in rural areas

9. MGNREGS Planning and Implementation Support: Focused on handholding and support for project preparation.

19. Audit Committee Recommendation

During the year, all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report. All deferred items of the previous meetings were approved in the subsequent meetings.

20. Annual Return

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return in Form MGT 7 shall be placed on the website of the Company at www.intellectdesign.com/investor-relations after the conclusion of the 14th Annual General Meeting.

21. Significant & Material Orders passed by the Regulators or Courts

During the financial year 2024-25, no order has been passed by any Regulatory authorities or Courts impacting the going concern status and the

Companys operations in future.

22. Particulars of Loans, Guarantees and Investments u/s 186

During the financial year, there was no loan or guarantee given or security provided pursuant to Section 186 of the Companies Act, 2013 and the relevant provisions as applicable have been compiled by the Company. Details of investments made by the Company are given in the Notes to the Financial Statements.

23. Risk Management Policy

Intellect being a pioneer in the Intellectual property led Business in India, the Company is continuously focussing and committing itself to have a Risk Management system suited for the Products business.

Towards this, the Board has formed a Risk Management Committee with Directors, the Chief Financial Officer and the Chief Risk Officer as members of the committee. The Committee works to mitigate any inherent risks faced by the Business and to meet the increasing demand of Customers liability through different means within the overall framework listed below.

Risk Management Framework Objective

The organization is exposed to a range of risks that may impact its ability to operate effectively. These include potential disruptions to our business model arising from shifts in the competitive landscape and rapid technological advancements that could render our capabilities obsolete. Such developments may hinder our ability to serve customers efficiently and safeguard critical assets. These risks could adversely affect customer engagements, employee well-being, shareholder value, third-party relationships, and property, among other areas. It is therefore essential to manage these risks through a structured and formal risk management process to ensure the continued resilience and success of the organization and its stakeholders.

The organisations Risk policy facilitates the continuous identification of these Risks on a continuous basis and proposes mitigation measures. Our risk policy aims to minimise the adverse impact of these risks on Companys growth, profit margins and people engagement and regulatory compliance. Risk Management has been made an integral part of the organisation by encouraging risk awareness among employees.

Risk Management Committee

The Risk Management Committee (RMC) of the Board of Directors oversees the risk management process under the overall direction of the Board of Directors. The Risk Management Committee consists of some of the Board of Directors, Chief Financial Officer and the Chief Risk Officer. The Organisation use BELIEF (Brand, End Customer, Leadership, Intellectual Property, Execution and Finance) framework for its risk classification. The RMC is supported by the Information and Cyber Security Sub Committee, Cloud Risk Council and Enterprise Risk Department to execute the overall risk management plan and periodically update the Risk Management Committee.

Risk Management Process

Risk management is a continuous and evolving process that is integrated throughout the organizations strategic planning and the execution of its strategy. Risk Management enables the organisation to proactively manage

Some of the major risks are classified using BELIEF framework as follows uncertainties in the internal and external environment, aiming to limit the negative impacts while capitalizing on opportunities. The process includes risk identification, risk evaluation, risk prioritisation, risk mitigation, risk monitoring & review.

BRAND CAPITAL

1. Reputation Risk

The brand and reputation risk may arise from issued related to product implementation, customer relationships and escalations. This risk can be further accentuated due to increased use of social media & other internet based applications in the corporate world. The risk is mitigated by adoption of Product, Delivery & Customer Excellence processes that ensures effective management of implementations and client relationships.

END CUSTOMER CAPITAL

2. Business Risk

2.1 Social, Economic, Political Risk

Volatility in the financial markets coupled with geopolitical uncertainties, trade war, inflationary trends, recession or unforeseen external events may have resulting cascading effects on the financial sectors such as cost reduction measures. Additionally, demographic shifts in usage of technology or financial services by consumer in general may adversely impact the sale of Intellect products. Intellect mitigates this risk through its global presence, wide range of products to cater different segments within the financial sectors, penetration into diversified markets & various geographies; spread of product concentration and increased partnerships.

2.2 Competition Risk

The Company faces competition from large multinational corporations, local companies in the geographies where we operate and Indian Product companies. While many of these are well-established firms, the start-ups also have the potential to disrupt our business. This may pose challenges to maintain or sustain the business growth or profitability in a longer run. Intellect makes focussed investments in R&D with continuous evaluations of product endurance across segments & geographies to ensure products remain relevant & competitive in the business landscape. Ongoing efforts to enhance the customer experience through deployments of innovative products, such as iTurmeric, eMACH.ai, usage of generative AI/ML, competitive pricing through operational efficiencies, cost optimisation measures & improved implementations with minimal defects helps us to remain ahead in the innovation curve.

2.3 Business Model Risk

With the rapid adoption of cloud hosting across the industry, the shift from a traditional License/AMC-based model to a cloud-native SaaS model continues to redefine the financial technology landscape. While Intellect has made significant progress in this transformation, managing the implications on revenue, pricing models, customer expectations, and operational scalability remains a strategic priority. In parallel, disruptive technologies such as Big Data, Machine Learning (ML), Artificial Intelligence (AI), and more recently, Generative AI alongside the proliferation of social and smart devices, are fundamentally changing how financial services are delivered and consumed. These shifts require continuous innovation and agility to stay relevant and competitive. Intellect closely monitors this evolving business environment and proactively takes strategic actions to adapt. A portion of the Companys revenue is now derived from cloud-based models through SaaS and subscription offerings. Intellect also makes focused investments in R&D to keep its products relevant and competitive in the industry landscape and to develop solutions powered by digital technologies.

2.4 Business Concentration Risk

The Company is specialises in BFSI space and could face the risk of concentration in a single sector. Significant reliance on a particular product, customer, segments or geography may heighten the risk of revenue loss & consequentially impact profitability in event of adverse conditions such as customer exit, volatile geo-political scenarios, sector specific slowdown etc. However, this risk is largely mitigate through diversification across lines of business, market segments & geographies.

The Company has presence in all the 4 sub segments of BFSI namely Corporate Banking, Retail Banking, Capital & Wealth Markets and Insurance. These 4 sub segments have different boom and bust cycles, providing a natural hedge against volatility. Additionally, Intellect offers multiple products and has a broad client base to further de-risk the product / business concentration. Intellect mitigates its geography concentration risk by having its presence across different geographies.

2.5 Customer Service Management Risk

Intellect has contractual agreements with multiple clients across various countries with distinct needs, requirements and their legal & operating environment. Morever, the nature of the contracts are long term and if relationships are not managed effectively, it could have repercussions on the customer persistency & business growth. The risk is mitigated through regular assessment of the customer relationships through customer feedback and satisfaction scores. Mechanisms are built in to monitor adherence to the contractual clauses with its customers. The robust long-term strategic relationships are built with the customers to enhance customer satisfaction & value maximisation along with designing, developing & implementing the products according to industry needs and requirements.

2.6 Contractual Compliance Risk

As a product based Company, Intellect bears the risk of IP infringements arising from the use of its products and non-performance of its contractual obligations. These risks may accentuate if the contractual obligations are not aligned to Intellects risk appetite. The Company has an established process in place to review all contracts. As a policy its obligations under each contract are restricted appropriately. The Company has adequate Insurance obtained to mitigate against risk of Errors and Omissions, Commercial General Liability etc. Additionally, the Intellect actively pursuing the registration of intellectual property rights, including filing patents for key products, to protect its innovations and strengthen its IP portfolio.

LEADERSHIP CAPITAL

3. People Risk

3.1 Talent Management Risk

The Company operates in the niche BFSI product space, which demands specialised skills rather than mass hiring typically seen in the IT services sector. Given the rapid evolution of technologies like AI, cloud computing, and enterprise intelligence, maintaining a workforce aligned with these capabilities is critical to sustaining innovation and competitive advantage. The broader IT industry has conventionally faced high attrition rates and challenges in retaining critical talent. Intellect mitigates this risk through a combination of strategic hiring and capability development initiatives. These include targeted recruitment from top engineering institutes, business schools, and talent hubs in Tier 2 cities, as well as lateral hiring to bring in domain-specific expertise. The Company places strong emphasis on in-depth, in-house training programs and structured upskilling pathways, including AI certification programs and innovation-led initiatives such as Hackathons and Buildathons. Background checks (BGC) are mandated for all new hires and are periodically audited to ensure compliance and integrity in the hiring process. These approaches not only address the risk of talent gaps but also present an opportunity to build an agile, innovation-driven workforce enhancing both employee retention and organisational performance in the evolving digital landscape.

3.2 Associate Conduct Risk

Robust mechanisms are essential to prevent or minimise inappropriate conduct such as fraud, sexual harassment, criminal attempts, unethical practices, bribery, or breaches of Company policies including the Code of Conduct, Conditions of Employment, and Insider Trading as well as other forms of professional negligence, errors, or omissions. Inadequate controls in these areas can adversely impact the organisations work culture, reputation, asset and property security, and overall business performance.

To mitigate these risks, Intellect has established a comprehensive framework of policies and processes, supported by adequate training and awareness programmes for its associates, along with regular monitoring. Policies on whistleblower protection, escalation protocols, incident management, and response mechanisms implemented in conjunction with the established Disciplinary Committee enable effective resolution of any instances of inappropriate conduct.

INTELLECTUAL PROPERTY CAPITAL

4.1 Information & Cyber Security Risk

Internal and external cyber threats if not effectively managed, can potentially result in data leakage, source code compromise and disruption of core operations. These incidents can significantly impact Companys brand image and reputation. The risk is mitigated with the Central Security Group, which governs the information & cyber security needs and posture for the organisation. Controls are regularly evaluated through internal and external assessments in the form of audits and certifications like ISO 27001,

ISO 27017, ISO27018, PCI DSS and SOC2. Intellects security policy is maintained across the organization ensuring consistent implementation of cybersecurity practices. Additionally, cyber liability insurance is maintained to safeguard against any financial loss arising out of security breaches.

4.2 Data Protection & Privacy Risk

The confidential data of the customers and associates is subjected to data privacy laws of various states. Inadequate procedures to manage data confidentiality and privacy can result in data breaches, posing significant reputational and regulatory risks. The risk gets accentuated on account of heightened regulations or guidelines such as General Data Protection Regulation (GDPR), Indias upcoming Digital Personal Data Protection Act (DPDPA), as well as widespread usage of emerging technologies used to enhance customer experience, which may pose challenges to protect data & the privacy elements. The risk is mitigated by putting data authorisation process in place, provision of necessary guidance to the delivery teams with data security practices. In line with this, GDPR related compliance reviews are facilitated for applicable business / functional teams

Vulnerability Assessment & Penetration Test (VAPT) and Dynamic Application Security Testing (DAST) is being enforced across all Product releases. Further, there is an adopting new contractual provisions in existing and new contracts perhaps. With the DPDPA still evolving, our current processes are being reviewed and aligned in preparation for future regulatory requirements.

4.3 Intellectual Property Rights Infringement Risk:

a) IP protection: The Companys intellectual property, including proprietary algorithms, software platforms, data models, trademarks, patents and other intangible assets is a key driver of its competitive advantage and revenue model. Given the cross-border nature of fintech services, ensuring robust IP protection across jurisdictions presents challenges due to varying legal frameworks. To mitigate risks such as infringement, unauthorised use, or misappropriation, the Company employs a multi-pronged approach, including:

Registration of IP rights in key geographies with robust legal frameworks.

Implementation of internal controls and oversight measures to safeguard proprietary assets.

Partnering with external legal advisors to strengthen risk identification efforts and support the enforcement of intellectual property rights as needed.

Granting controlled access to proprietary assets through structured licensing arrangements while strategically expanding market presence.

This framework ensures the integrity and protection of the Companys intellectual property, enabling sustained innovation, business continuity, and long-term value creation.

b) Risk of use of "Open Source" Software

"Open Source" Software (OSS) may be used in some of our solutions. Failure to abide with the terms of the open source licenses could have a negative impact on our business. The risk is mitigated through adoption of the open source policy which facilitates to identify, monitor, review, report & thereby facilitate restricted & acknowledged usage of the open source software on an ongoing basis. In addition, the use of commercial Off-The-Shelf (COTS) software is governed by formal agreements and subject to periodic audits by the IT department. Free and Open Source Software (FOSS) utilised by business units is reported to the IT department to ensure central oversight and compliance with internal policies.

EXECUTION CAPITAL

5.1 Global Operations Risk

Global operations may get impacted on account of various factors inherent to the international business activities and differences in the following: Laws and Regulations in the banking & financial service, complex tax regimes, licensing requirements, varied trade / tariff policies & corruption perception index, data protection and privacy laws, economic sanctions, outbreaks of war, hostilities, terrorism, mass immigration, international embargoes, economic sanctions and boycotts and staffing challenges and immigration laws. Specific policies and procedures put in place with regard to work practices, Code of Conduct, anti-bribery, anti-money laundering, data protection and privacy etc. In addition, professional consultation from reputed tax firms is sought periodically to ensure compliance with evolving tax and regulatory requirements.

5.2 Cloud Infrastructure Management Risk

With increasing adoption of cloud technologies, the Company faces several risks related to cloud operations. These include the need for highly skilled resources to manage complex cloud environments, navigating unique contractual arrangements with customers and cloud service providers, ensuring adequate security controls by third-party vendors, and complying with stringent regulations such as GDPR. The Company is exposed to the risk of SLA violations or security breaches by cloud service providers, which could result in financial penalties and reputational damage. To mitigate this risk, a Cloud Operational Governance Framework has been established to ensure consistent management of cloud environments across business lines. Periodic reviews are conducted to evaluate the effectiveness of security measures, internal controls, disaster recovery, backup processes, SLAs, and service contracts with cloud providers. Additionally, the Company has obtained ISO 27018 certification to reinforce its commitment to cloud data security and privacy.

5.3 Product Implementation Risk

Delays, errors or omissions during project implementations could hamper our delivery capabilities leading to multiple risks such as delay in collections, violation of contractual commitments, fines / penalties and reputational damages. The risk is mitigated through delivery excellence processes, along with continuous monitoring & reporting of implementations progress using various tools. Further, the Company adequately insures itself for any liabilities arising on account of errors & omissions or any delays.

5.4 Defects or Security Vulnerability Risk

Inability to identify or detect defects or security vulnerabilities in Intellects existing or new products either at development stage or subsequently in the various versions or enhancements of the products. Inability to meet the customer expectations in its entirety regarding the timeliness and the quality of the defect resolution process. This may result in refunds, damage claims, termination of existing arrangements, product replacement or negative publicity impacting future demand proposition of the product, increased costs (service, maintenance & warranty cost etc.) Intellect has a comprehensive Delivery Excellence framework and Quality Management process in place as part of the product design development and implementation lifecycle. Moreover, extensive testing is performed to identify and resolve any issues which may adversely affect the functionality, security and other performance of the products and offerings.

5.5 Compliance Risk

Inadequate or non compliances to the material laws & regulations applicable in the respective countries having business presence may lead to fines / penalties / closure of the offices resulting in revenue loss. The Company Secretarial team monitors the secretarial & compliance related activities. Country specific statutory compliance requirements of our Overseas Subsidiaries are regularly monitored and reported. The subsidiary compliance is ensured periodically under various jurisdictions.

5.6 Litigation Risk

As Intellect operates across multiple jurisdictions, it is subject to diverse regulatory and legal frameworks. Legal proceedings in any geography may have uncertain outcomes, potentially resulting in monetary penalties, injunctive relief, or other restrictions that could impact the Companys ability to conduct business in those regions. To mitigate these risks, a comprehensive contract review process is in place to evaluate and balance potential financial and reputational exposures. The Company also has a dedicated legal team that works closely with business units and relevant stakeholders to assess the scope, terms, and associated legal risks of each deal.

5.7 Business Continuity Risk

In the current global environment, influenced by the aftermath of the COVID-19 pandemic, increasing geopolitical tensions, rising cyber threats, and climate-related disruptions, the importance of a robust and adaptive business continuity framework has become critical. Inadequate or poorly designed business continuity plans covering people, processes, and technology can significantly impair the organisations ability to respond effectively to unforeseen events such as natural disasters, pandemics, cyberattacks, supply chain disruptions, or other Force Majeure incidents. Such disruptions may adversely affect service delivery, client obligations, and overall business performance. To mitigate this risk, Intellect has implemented a comprehensive enterprise-wide Business Continuity Management (BCM) framework, supported by project-specific continuity plans. Contractual provisions have been established to address liabilities arising from Force Majeure events. A dedicated team is responsible for the continuous monitoring, maintenance, and review of all continuity arrangements. To ensure operational readiness and resilience, periodic simulations and testing drills are conducted annually. These measures aim to safeguard stakeholder interests and maintain uninterrupted operations during adverse conditions.

5.8 Fraud Risk

Mechanisms to prevent, detect, measure, monitor and report the potential collusion touch points, fraud events or criminal hackings if not robust may result in revenue leakage, financial losses or reputation damage for the Company. To mitigate the risk, potential fraud areas are assessed as part of regular audit programmes including performance of Vulnerability and Penetration testing across product release. Risks associated with potential fraud for identified design gaps are reported to the Internal Audit Committee with suitable action plans. Further, Crime insurance cover is obtained to safeguard against any direct financial loss arising out of fraudulent activities by associates.

5.9 New Country Entry Risk

Failure to thoroughly study, evaluate, identify, analyse, and address country specific risks at the point of entry into a new geography can significantly undermine the organisations long term strategic objectives and operational stability. Entering a new market involves a complex interplay of political, economic, regulatory, social, and cultural dynamics that must be carefully assessed and understood. As such, every potential business opportunity in a new country should be preceded by a comprehensive Country Risk

Assessment. This assessment serves as a critical decision making tool, enabling the organisation to develop a robust and informed knowledge base. It facilitates a structured understanding of the local environment, covering aspects such as regulatory frameworks, political stability, economic conditions, legal systems, sociocultural norms, and potential reputational risks. Early insights gained through this process are essential for tailoring the business strategy, ensuring regulatory compliance, and fostering local stakeholder engagement. Moreover, the Country Risk Assessment plays a pivotal role in designing and implementing appropriate risk mitigation measures. These measures help safeguard the organisation from unforeseen challenges, reduce exposure to volatility, and enhance the overall resilience of the business model. By integrating country risk considerations into the broader strategic planning and risk management framework, organisations are better positioned to pursue sustainable growth, maintain governance standards, and protect shareholder value when expanding into new international markets.

5.10 Sustainability Risk

Intellect recognises its responsibility to manage risks associated with environmental sustainability, social impact, human rights, and corporate governance. These risks may arise from:

Environmental factors, such as climate change resulting in extreme weather events linked to increased greenhouse gas emissions, loss of biodiversity due to habitat destruction, and risks of product obsolescence in the transition to a low-carbon economy.

Regulatory risks, including non-compliance with evolving sustainability-related regulations, standards, or disclosure requirements (e.g.,SEBI BRSR guidelines).

Social risks, such as the potential impact on human rights and community well-being.

Governance risks, stemming from lapses in ethical conduct, transparency, or board oversight.

Failure to effectively address these risks could lead to operational disruptions, reduced investor and client confidence, regulatory penalties, reputational damage, and financial loss. A comprehensive discussion of these risks, their potential impacts, and corresponding mitigation measures is provided in the Companys Sustainability and BRSR (Business Responsibility and Sustainability Reporting) Report.

FINANCIAL CAPITAL

6.1 Liquidity Risk (Larger Order to Cash Cycle)

Our customers being large Banks and Financial Institutions the credit worthiness is in comfort even though the cycle is long. The percentage of bad debts is also minimal. Since the Products business has a long order to cash cycle, delays in conversion of REB into invoicing or recovery of the billed invoices from the clients / customers may result in strain over the Company to meet their working capital requirements, recurring, fixed & direct costs which may require increased borrowings, finance charges and thereby impact the Companys profitability. The risk is mitigated by arrangement of required credit lines through various Banks, regular monitoring of ageing of receivables / REB balances by the management and robust recovery & follow-ups mechanisms with clients / customers. The Company has identified Liquidity Risk as an area to monitor. The Finance organisation headed by the CFO monitors the liquidity position consisting of cash and near cash instruments on a continuous basis.

6.2 Market Currency Fluctuation Risk

The Company earns a large portion of its revenue in foreign currencies and is exposed to the risk of currency movements. To mitigate this risk, the Company follows a 2 step strategy.

As the first step, quotation in foreign currencies is restricted to a few selected major currencies. Quotations in other currencies are subject to strict internal controls and approvals to manage exposure.

Secondly, the Company hedges its net foreign currency earnings calculated after accounting for local currency expenses, to protect against exchange rate volatility and minimise financial impact.

6.3 Global Tax Regimes

Intellect operates across multiple geographies, therefore subject to the tax regulations of various jurisdictions. Amendments to tax regulations, particularly those governing intellectual property, transfer pricing, or cross-border transactions, may adversely affect the Companys profitability and expose the firm to regulatory and reputational risk. This risk is mitigated through proactive consultation with tax advisors, ongoing assessment of regulatory developments, and active representation through industry and trade bodies to advocate for stable and transparent IP tax regimes. Additionally, the Company continues to invest in research and development to create intellectual property assets, enabling it to avail applicable tax incentives and benefits.

Risk Mitigation through Insurance

The Company has appointed a global leader for Risk & Insurance advisory to advise on the risk and insurance coverage. The following Insurance coverage is taken to mitigate risks.

1. Errors & Omissions Insurance - To safeguard against any loss arising of an error, negligent act or omission which would result in failure in performing the professional services or duties for others.

2. Cyber Liability Insurance - To safeguard against any loss arising out of a security breach and or privacy breach that would result in sensitive or unauthorised data or information being lost or compromised.

3. Crime Insurance - To safeguard against any direct financial loss of property, money or securities arising out the fraudulent activities committed by the employee or in collusion with others.

4. Directors & Officers Liability Insurance - To safeguard against any loss arising out of a wrongful act made by the Directors, Officers and

Employees of the organisation with reference to the Companys business operations and activities.

5. Commercial General Liability Insurance - To safeguard against Third Party bodily injury or property damage arising out of our business operations.

6. Standard Fire & Special Perils Insurance - To protect the Companys Assets (movable & immovable Assets) from the risk of Fire or Perils.

28.4 Financial Reporting Risk Internal Financial Control (IFC)

The Company has to comply with additional controls enforced by Section 134 of the Companies Act 2013. This is to report on the Internal Financial Control in the Directors Report and also by the Statutory Auditors. Key internal controls over financial reporting if not designed, identified and operated effectively may result in mis-statements going unnoticed and impact the true and fair view of the financial / operational results of the Company. To comply with this, the Company assesses the existing control environment through regular internal and statutory audits and ensures that the requirements are complied.

24. Corporate Social Responsibility

The Company has formed Corporate Social Responsibility Committee on October 15, 2014 and reconstituted on July 24, 2019 and August 05, 2020. Following are the members of the Committee: a) Mr. Anil Kumar Verma Chairman b) Mr. Abhay Anant Gupte Member c) Mr. Arun Jain Member As per Section 135 of the Companies Act, 2013, a Company meeting the applicability threshold, needs to spend at least 2% of its average net profits for the immediately preceding three financial years on CSR activities. The details of the policy developed and implemented by the Company is given as a part of Annual Report on CSR as Annexure 7.

25. Secretarial Standards

The Company complies with all applicable mandatory secretarial standards as issued by the Institute of Company Secretaries of India.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

26. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints

Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy. The following is the summary of the Complaints received and disposed off during the financial year 2024-25: a) No. of Complaints filed during the year: 2 b) No. of Complaints disposed during the year: 1 c) No. of Complaints pending as at end of the financial year: 1* *The Company has received two complaints during the financial year 2024-25 out of which one was disposed off and one complaint is under investigation as on March 31, 2025

27. Listing Fees

The Company confirms that it has paid the annual listing fees for the year 2024-25 to both the National Stock Exchange of India Limited and BSE Limited.

28. Certifications

Your Directors would like to appreciate the achievements of the Governance and Assurance department, which enabled your Company to get certified for ISO 9001 for iDC in Global Consumer Banking (iGCB) business. Your Directors would also like to appreciate the achievements of Cards Business team and Central Security Group for PCI DSS, PCI S3 certification, and the achievements of iAI business team and Central Security Group for SOC 2 certification for Insurance products. Your Directors would also like to appreciate the achievements of the Central Security Group for ISO 27001, ISO 27017, ISO 27018, ISO 22301 Certifications on Information Security Management System, Cloud Security, Cloud data Privacy and Business continuity respectively. Your Directors would also like to appreciate the achievements of the Facilities administration team for ISO 14001 Certification on Environment Management System and for ISO 45001 for Occupational Health & Safety.

29. Insolvency and Bankruptcy Code, 2016 (31 of 2016)

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year. There was no instance of one-time settlement with any bank or financial institution.

30. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review: i. Issue of Equity Shares with differential rights as to Dividend, voting or otherwise. ii. Issue of Sweat Equity Shares to employees of the Company under any scheme.

Difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

31. Acknowledgment

Your Directors take this opportunity to express the gratitude to all investors, clients, vendors, Bankers, Regulatory and Government authorities, Stock Exchanges and business associates and all other stakeholders for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance at all levels.

		By Order of the Board
		For Intellect Design Arena Limited
Place: Chennai	Arun Jain
Date:	May 09, 2025	Chairman and Managing Director
		DIN:00580919