Intellect Design Arena Ltd

Dear Members,

We are pleased to present the 13th Annual Report on our business and operations for the year ended March 31, 2024 of Intellect Design Arena Limited

("the Company"). This is our tenth year of business operations.

1. Results of operations

Function wise classification of statement of consolidated Profit and Loss

2. State of Company's affairs

The consolidated revenue from operations (including other income) for the year ended March 31, 2024 stood at Rs. 25,654 million, registering a growth of 12%, over the previous year's revenue of Rs. 22,826 million. The consolidated profit after tax for the year ended March 31, 2024 and 2023 stood at Rs. 3,227 million and Rs. 2,686 million, respectively. The consolidated reserves and surplus as of March 31, 2024 stood at Rs. 23,704 million as against Rs. 19,898 million as of March 31, 2023. For FY 24, the Company has not transferred any amount to the reserves.

3. Material Changes and Commitments

There were no material changes and commitments from the end of the financial year till the date of this report.

4. Dividend

The Board at its meeting held on May 09, 2024 proposed a final dividend of Rs. 3.50/- per equity share of face value of Rs. 5/- each for the financial year ended March 31, 2024, subject to the approval of shareholders at the ensuing Annual General Meeting and if approved would result in the cash flow of 479 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 Company's website. The web link of the Dividend Distribution Policy is https://www.intellectdesign.com/investor/general/2018-apr-dividend-distribution-policy.pdf.

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

Your Company has 24 (14 direct and 10 step down) subsidiary companies and 2 associate companies as on March 31, 2024. The information as required under the first provision to sub-section (3) of Section 129 is given in Form AOC-1 in Annexure 1.

6. Cash Position

Your Company has a cash position of Rs. 7,756 million.

7. Share Capital

The paid-up capital of the Company increased to Rs. 68,41,20,365 through share allotments made against exercise of Options (11,01,498 equity shares) under the ASOP / ISOP / IIPS Schemes, and comprises 13,68,24,073 equity shares at a face value of Rs. 5 each as on March 31, 2024. 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 Management's 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).

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 2023-24 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, 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.

(a) Board Meetings:

The Board of Directors of the Company met 5 times during the year 2023-24. 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, 2024, the Company has 7 (Seven) Directors, with an optimum combination of Executive and Non-Executive Directors including Independent Woman Director. The Board comprises of 5 (Five) Non-Executive Directors, out of which 4 (Four) 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. Venkateswarlu Saranu, Chief Financial Officer had relinquished his position as the Chief Financial Officer from the closing hours of August 31, 2023. Ms. Vasudha Subramaniam has been appointed as the Chief Financial Officer of the Company with effect from September 01, 2023.

(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. Andrew Ralph England, Non Executive Non Independent Director, (DIN:08211307), 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 and his second term as an Independent Director will end on the conclusion of 13^th Annual General Meeting of the Company. 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 12^th Annual General Meeting held on July 28, 2023. Mr. Abhay Anant Gupte (DIN: 00389288) was appointed as an Independent Director w.e.f. June 15, 2020 for the first term of 5 years and was regularised at the AGM held on August 21, 2020. 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 Directors resigned during the financial year 2023-2024.

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. 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 18, 2024, 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 arm's 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.

Statutory Auditors: M/s. S.R. Batliboi & Associates LLP, Chartered Accountants have been appointed at the Annual General Meeting held on August 21, 2019 to hold office as statutory auditors until the conclusion of the 13th Annual General Meeting of the Company.

There are no qualifications or adverse remarks in the Auditor's Report for the financial year ended March 31, 2024.

In connection with the observation made in the Auditor's 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. 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. M S K C & Associates (FRN: 001595S) as the statutory auditors of the Company for a term of five (5) years to hold office from the conclusion of this 13^th AGM scheduled to be held on June 26, 2024 till the conclusion of 18^th AGM which shall be held in the calendar year 2029, for conduct of statutory audit for the financial years 2024-25 to 2028-29. M/s. M S K C & Associates have given their consent to act as the Statutory Auditors of the Company and have confirmed that their appointment, if made, will be within the limit specified under sections 139 and 141 of the Act. They have also confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the Section 141 of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. Accordingly, resolution for the appointment of M/s. M S K C & Associates will form part of the notice convening the 13^th AGM.

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, Company Secretaries, and their report is annexed as Annexure 6. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

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. Sharp & Tannan, Chartered Accountants having FRN-109983W as Internal Auditors of the Company for a period of 2 (Two) Years with effect from April 01, 2023. Reports of the Internal Auditors' 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, 2024.

17 . Reporting of fraud:

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

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 26 years, Ullas has sown the seed of a dream, ignited and nurtured over 20 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 2023-24 saw the energy and vigour of Ullas along with its selfless volunteers and mentors coming together to reached out to Young Achievers, Young Leaders and the schools and delivered 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 The large scale annual Can Do Workshop to recognise academic excellence of young achievers and inspire them to dream big and pursue their dream with conviction was held at the Music Academy, Chennai. Mr. Anil Pradhan, CEO and Social Innovator, Young Tinker Academy was the Guest of Honour at the event. The workshop was followed with similar workshops at Delhi, Mumbai and Hyderabad. These workshops recognised 2269 students from Corporation, Government and Government-Aided Schools by awarding merit scholarships.

Summit Enrichment Program: Ullas impacted the lives of 4600 plus students from 366 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 Young Leaders 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 after pandemic could be easily seen on the faces of volunteers. Ullas delivered "Can Do" and "Planning" workshops to over 2 lakhs students from 1115 Schools, 112 Districts across 6 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 Young Leaders Program: The Higher Education Scholarship saw fresh intake of 74 scholars across Chennai, Delhi and Hyderabad. HES Scholars were engaged in all the key activities in Ullas from Can do Workshop to Summit Classes leading to their skill development.

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 was founded in 2016, which gave your Company a platform to explore the agenda of holistic rural development and expand our Social canvas. We are proud to be associated with a multitude of initiatives in promoting Education, Health, Economic upliftment and Self Governance in the rural domain. Mission Samriddhi is a social impact platform dedicated to strengthening communities and institutions to achieve holistic, collective and sustainable rural development. Mission Samriddhi addresses the complex challenges to development by following a holistic and integrated approach and applying design thinking and empower the rural and marginalised communities to become the agents of their own development and dream the change by enhancing their self-worth. Key initiatives in financial year 2023-2024 are:

Project Surakshya CDP Odisha, a joint initiative with Centre for Youth and Social Development (CYSD), Bhubaneswar

Project Surakshya - CDP Odisha, the holistic Cluster Development Programme spread across 5 districts of Odisha, is anchored on Mission Samriddhi's 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

The key achievements in 2023-24 have largely been in the following areas

1. 417 Community Leaders (CLs) have undergone the 3-Phase leadership training and mentoring program to address their village level issues through community action. Of 417, 147 have completed 2 phases of this program. These CLs are bringing about change in their communities by raising their voice for better connectivity to Anganwadis, leading entitlement drives and raising awareness regarding appropriate functioning of AWWs

2. Survey of 250 villages has been completed which covers 27041 HHs, creating a database of eligible beneficiaries under different social protection schemes

3. So far 15 entitlement camps have been conducted across 12 Panchayats and 3446 number of eligible left out beneficiaries were connected with different social security schemes of the government e.g. AADHAAR updating (469), PDS linkage (367), Pension (1518), Civil registration (210), ABPS (651) and Disability certificate (257).

4. 8 producer groups linked to 560 HHs in Boipariguda block, have been supported for vegetable farming with input and technical support for Brinjal, Tomato, Pumpkin, Chilli, and Ladies finger cultivation.

5. 10 SHGs were supported to avail rice and flour processing units while capacitating them for enhancing their entrepreneurial ability.

6. Theme wise participatory micro plans have been developed covering 195 villages. Palli sabhas were facilitated for approval of these 195 micro plans. Following this, Gram Sabhas were facilitated for creating a consensus on the proposed plans from different villages and getting them included in the Gram Sabha resolution for their inclusion into GPDP.

7. 280 PRI members including Sarpanch and ward members have been oriented on thematic planning and own source fund mobilisation at their respective panchayats.

8. 64 Village mates and 08 Gram Rojgar Sahayaks (GRS) in Mathili and Boipariguda blocks were trained on labour budgeting and its integration with GPDP by the District Ombudsman of MGNREGS.

9. 2190 households from 10 GPs of Boipariguda were supported to set up nutrition gardens, 378 HHs were provided with pigeon pea input support in Kolnara Block of Rayagada district in convergence with ICRISAT for enhancement in their productivity and seed production, while 96 HHs from Kuspar and Bodaput Panchayats of Boipariguda Block were provided with input support for Bengal Gram cultivation and further capacitated on its package of practice. 10. 105 acres of land in 4 GPs of Boipariguda was covered by sapota plantation in convergence with Integrated Tribal Development Agency- ITDA Jeypore.

TN-CDP (Tamil Nadu-Cluster Development Programme)

The Cluster Development Programme in Tamil Nadu (TN-CDP), supported by Intellect CSR, is being implemented in 43 Gram Panchayats spread over 9 Clusters and 8 Districts/Blocks of Tamil Nadu. TNCDP addresses the holistic development needs of about 53000 Households and 1.71 lakh population. Initially the Elected Representatives were made to undergo a Design Thinking driven leadership development program to help them chart out and implement their plans for the holistic and sustainable development of their communities.

The engagements in FY 2023-24 have largely been in the following areas

1. Gram Panchayat Development Plan (GPDP) Convergence across 9 Clusters / 8 Districts

2. Students Holistic Development Programme across 9 Clusters / 8 Districts

3. Livelihood Initiative through Mushroom Cultivation in Namakkal District partnering with Rang De

4. Livelihood Initiative in Villupuram District in Partnership with Voluntary Association for People Service (VAPS)

5. Promoting Sexual and Reproductive Health (SRHR) status through Capacity Building in Chengalpattu & Kanchipuram Districts partnering with Rural Women's Social Education Centre [RUWSEC]

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.

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 13th Annual General Meeting.

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

During the financial year 2023-24, no order has been passed by any Regulatory authorities or Courts.

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

During the financial year, there was no loan given 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 Customer's liability through different means within the overall framework listed below.

Objective

The Organisation is subject to certain risks that may affect our ability to operate, may disrupt our business model due to changes in competitive landscape, changes in Technology which may render our capabilities obsolete, and thus hamper our ability to serve our customers and protect assets. These risks could adversely affect Customer projects, Employees, Shareholders, liability to Third Party and risks to Property among others. Controlling these risks through a formal process is necessary for the well being of the Organisation and its stakeholders.

The organisation's Risk policy facilitates 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 Company's growth, Profit margins and People engagement besides 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.

1. Reputation Risk

The brand / reputation risk may arise in case of issues around product implementation, customer relationships & escalations etc. Risk may accentuate 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 to manage implementations & relationships effectively.

2. Business Risk

2.1 Economic, Political and Social Outlook Risk

Volatility in the financial markets coupled with ongoing geopolitical uncertainties, trade war, inflationary trends, recession, pandemic or unforeseen external events may have resulting cascading effects on the financial sectors such as cost reduction measures etc. Further demographic shifts in usage of technology or financial services by consumer in general may have adverse impact on the sale of Intellect products. Intellect's 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 facilitates to mitigate the risk.

2.2 Competition Risk

The company faces competition from large Multinational companies, local companies in the geography in which we operate and Indian Product companies. While many of these companies are established companies, the start-ups may also disrupt our business. This may pose challenges to maintain or sustain the business growth or profitability in a longer run. Company makes focussed investments in R&D with continuous evaluations of product endurance across segments / geographies to keep products relevant & competitive in the marketplace. Ongoing efforts made 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 no. of defects helps us to remain ahead in the innovation curve.

2.3 Business Model Risk

With increased usage of cloud hosting across the industry, a strategic shift from traditional License / AMC based model to cloud model may pose risk to the Company's existing business model. Moreover, the disruptive technologies such as Big data, ML & AI coupled with usage of social and smart devices can change the way business is done. The Company keeps a close eye on the changing business model scenario and takes appropriate required actions. A certain portion of our revenue is already derived from the Cloud model through SaaS & subscription. The Company also makes focused investment in R&D to keep the products relevant and competitive in market place and create products with Digital technologies.

2.4 Business Concentration Risk

The company is specialised in BFSI space and could face the risk of concentration in a single space. Significant reliance on a particular product, customer, segments or geography may heighten the risk of revenue loss & consequential impact on the profitability in case of adverse conditions such as customer exit, volatile geo-political scenarios, sector specific slowdown etc. However, this risk is mitigated to a large extent by fairly diversifying the concentration 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 and therefore protect the company. Further Company has multiple products and client base to further de-risk the product / business concentration. Intellect mitigates its geography concentration risk by having its presence across different geographies. Multiple products and client base further de-risk the product / business concentration.

2.5 Customer Service Management Risk

Intellect has the contractual agreements with multiple clients from different countries with varied needs, requirements and their legal & operating environment. Morever, the nature of the contracts are long term and relationships if not managed appropriately 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 Intellect's 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. and is in process of filing patents for key products.

3.1 Talent Management Risk

The Company operates in niche BFSI product space which requires people with specialised skill, as against mass recruitment that is followed in Services business. Lately the overall IT industry has experienced the challenges of high attrition and retention of critical talent in the organisation. The Company minimises the risk through in-depth in-house training & recruitment from top end Engineering colleges, B Schools, Tier 2 cities & lateral hires. The Background Checks (BGC) is mandated for all new hirer and is audited from time to time. Emphasis prevails on conduct of in-depth & in-house training.

3.2 Associate Conduct Risk

Mechanisms to prevent or minimise inappropriate conduct such as fraud, sexual harassment, criminal attempts corruption, bribery or violation of Company policies such as code of conduct, conditions of employment, Insider trading or any other professional negligence, errors & omissions etc. if not adequate may jeopardise work culture / reputation / asset / property damage or business performance. Established various policies & processes, adequate training and awareness programmes on policies & procedures for its associates conducted along with regular monitoring. Policies on whistle blower, escalations, incident management & response mechanisms in conjunction with the established disciplinary committee facilitates to effectively address the inappropriate conducts, if any.

4.1 Information & Cyber Security Risk

Internal and external cyber threats if not appropriately managed can potentially result in data leakage, source code compromise etc. which may significantly disrupt core operations and may damage Company's Brand

Image / reputation. The risk is mitigated through Information & Cyber Security Forum and Central Security Group which administer the Information & Cyber security programme for the organisation. through internal and external assessments in the form of Audits and Certifications like ISO 27001, ISO 27017, ISO27018, PCI DSS and SOC2. Intellect Security policy is institutionalised across the organisation. Moreover, Cyber liability insurance is obtained to safeguard against any loss arising out of any security breaches.

4.2 Data Protection & Privacy Risk

The confidential data of the customers / associates are subject to data privacy laws of various states. Procedures to effectively handle the confidentiality and privacy if not robust can lead to data breaches. The risk gets accentuated on account of heightened regulations or guidelines such as GDPR, widespread usage of emerging technologies used to enhance customer experience also 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. 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.

4.3 Intellectual Property Rights Infringement Risk:

a) IP protection: The Company may face challenges to protect the Intellectual property rights which are pivotal for its revenue generation. The risk is mitigated through registration of IPs in the countries having robust protection laws.

b) Risk of use of "Open Source" Software

"Open Source" Software 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. Usage of COTS are under agreement and audited from time to time by our IT department. FOSS used by the respective business units is reported to the IT Department

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, work practices (e.g. working from home), 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., Consultation support from reputed tax firms is obtained from time to time.

5.2 Cloud Infrastructure Management Risk

With increased cloud adaptability, requirements to have highly skilled resources to manage cloud environments, unique contractual agreements with the customers & cloud service providers, ensuring adequacy of security measures by the service providers, heightened regulations like GDPR, the company is exposed to a risk of SLA / security breaches by cloud service providers which may result in financial implications (imposition of fines & penalties) or reputation damage. The risk is mitigated by defining the Cloud operational governance framework to consistently manage cloud environments across the lines of businesses. Periodic reviews are performed to assess the security, internal controls, DR, backup processes, SLAs, service contracts etc. with cloud service providers. ISO 27018 certification obtained for cloud security.

5.3 Product Implementation Risk

Delays, errors or omissions in implementations could hamper our delivery capabilities leading to multiple risks such as delay in collections, violation of contractual commitments, fines / penalties and damages to Brand image. The risk is mitigated through delivery excellence processes & continuous monitoring & reporting of implementations through use of various tools. Further, 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 the Intellect's 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:

Intellect operates in multiple jurisdictions and therefore is subject to different regulations. Any legal proceedings in geography are likely to have uncertain outcomes resulting in damages or injunctive measures that could hinder Intellect's ability to conduct business in these geographies. Monetary risks and other risks impacting the company's financial condition and reputation are balanced off through the contract review processes. The Company has a dedicated legal team which works closely with the business and other stakeholders (through business) to ascertain the scope and risks of the deal.

5.7 Business Continuity Risk:

Post Covid19, the significance of business continuity is of paramount importance. The Business continuity plans has been for people, processes & technology if not robust or inadequate may create challenges to manage unforeseen crisis or events such as natural or man made calamities / disasters and may disrupt the business performance. The risk is managed by designing appropriate recovery strategies / business continuity plans. Intellect has an established enterprise Business Continuity management framework and project level BCPs. Contract clauses provide protection for Force Majeure incidents. Dedicated teams monitor the adequacy of the business continuity arrangements. Periodic testing and simulations carried out on an annual basis.

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 the 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 effectively study, evaluate, identify, analyse and address the country specific risks at the time of entry into a particular geography could adversely affect long term interests of the organisation. Any new business opportunity in a new country is subject to a Country Risk Assessment which helps in developing a robust knowledge platform and also to understand the local conditions and business culture at the early stages of the business and design adequate risk mitigation measures to facilitate business in new countries.

5.10 Sustainability Risk

Intellect recognises its need to contribute to manage the risks associated with the sustainability of the environment, social human rights & promoting good corporate governance. These risks emanate from climate change due to extreme weather conditions caused by increase in CO2 emission, product obsolescence, regulatory risk of non-compliance to sustainability standards / guidelines and loss of biodiversity / conservation on account of habitat destruction and changes in ecosystem. These risks could pose threat to the sustainable environment, lack of interest from future investors, loss of clients due to non adherence to sustainability standards and eventually may result in operational disruption, reputational damage and financial loss to the Company. Detailed outliers of the stated risks along with impact and mitigation measures are discussed in detail in the Sustainability and BRSR report.

6.1 Market Risk (arising from Foreign Exchange / Currency Fluctuations)

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 few selected major currencies. Quotation in any other currency is highly controlled.

The second leg of this strategy is to hedge the foreign earnings after subtracting the local expenses.

6.2 Larger Order to Cash Cycle and Liquidity Risk

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 Company's 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.

6.3 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.

Risk Mitigation through Insurance

The Company has appointed a Global leader for Risk & Insurance advisory to advice 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 Company's 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 Company's Assets (movable & immovable Assets) from the risk of Fire or Perils.

6.4 Global Tax Regimes

Intellect operates in multiple geographies and thereby is subject to tax laws of various countries. Any changes to the existing tax laws pertaining to the Intellectual property, transfer pricing policies or arrangements may impact the profitability of the Company. The risk is mitigated through adequate consultation support and representations through industry and trade bodies for stable IP tax regimes and appropriate investments in R&D for creation of IP assets and thereby avail the tax benefits.

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 2023-24: a) No. of Complaints filed during the year: 02 b) No. of Complaints disposed during the year: 01 c) No. of Complaints pending as at end of the financial year: 01*

*The Company has received two complaints during the financial year -2023-24 out of which one was disposed post March 31, 2024

27. Listing Fees

The Company confirms that it has paid the annual listing fees for the year 2023-24 to both the National Stock Exchange of India Limited and BSE Limited.

28. Certifications

Your Directors would like to appreciate the achievements of the Quality Department, which enabled your Company to get certified at CMMi level 5 by CMMI Institute, USA for its Global Consumer Banking (iGCB) business. Your Directors would also like to appreciate the achievements of Cards Business team and Corporate Security Group for PCI - DSS certification, and the achievements of iSEEC business team and Corporate Security Group for SOC 2 certification for Insurance products. Your Directors would also like to appreciate the achievements of the Corporate Security Group for ISO 27001, ISO 27017 and ISO 27018 Certifications on Information Security Management System, Cloud Security Controls and Cloud Privacy respectively. Your Directors would also like to appreciate the achievements of the 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.

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.