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INTELLECT DESIGN ARENA LTD.

11 September 2026 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE306R01017 BSE Code / NSE Code 538835 / INTELLECT Book Value (Rs.) 233.16 Face Value 5.00
Bookclosure 24/07/2026 52Week High 1245 EPS 24.61 P/E 27.74
Market Cap. 9580.74 Cr. 52Week Low 595 P/BV / Div Yield (%) 2.93 / 1.03 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors are pleased to present the 15th Annual Report of Intellect Design
Arena Limited ("the Company" or "Intellect"), together with the Audited
Financial Statements for the financial year ended March 31, 2026. The Company
enters its twelfth year of business operations — a milestone that reflects
sustained growth, expanding global presence, and deepening IP-led business
model maturity.

1. RESULTS OF OPERATIONS

Standalone

Consolidated

Description

Year ended March 31,

2026

2025

2026

2025

Total income

17,630

16,281

31,608

25,770

Operating expenses
(excluding depreciation
and finance cost)

13,346

12,605

24,578

19,694

Finance cost

18

23

63

42

Depreciation and
amortisation

1,351

1,040

2,089

1,564

Profit before exceptional
items and share of profit of
associates and tax

2,915

2,613

4,878

4,470

Exceptional Item

Less: Statutory impact of new
Labour Codes

303

-

308

-

Share of profit/ (loss) of
associates (net of tax)

-

-

31

(33)

Profit before tax

2,612

2,613

4,601

4,437

Income tax expenses

663

675

1,168

1,093

Profit after tax (A)

1,949

1,938

3,433

3,344

Less: Non-controlling interest

-

-

(21)

16

Profit for the year
(attributable to owners of
the Company)

1,949

1,938

3,454

3,328

Other comprehensive
(loss)/income for the
year, net of tax (B)

(611)

(165)

810

118

Total comprehensive
income for the year, net of
tax (A) (B)

1,338

1,773

4,243

3,462

Less: Non-controlling
Interest

-

-

(5)

3

Total comprehensive
income for the year
(attributable to owners
of the Company)

1,338

1,773

4,248

3,459

EPS

Basic (Rs.)

14.10

14.15

24.99

24.29

Diluted (Rs.)

13.71

13.75

24.31

23.60

Particulars

Year Ended

March 31, 2026 March 31, 2025

Income

Revenue from operations

30,430

24,955

Other income (includes hedge income)

1,178

815

Total Income

31,608

25,770

Expense

Total expenditure (excluding
depreciation and others)

24,578

19,694

EBITDA

7,030

6,076

Depreciation and amortisation

2,089

1,564

Others

10

91

Profit Before Tax

4,931

4,421

Provision for taxation

1,246

1,093

Profit After Tax (PAT)

(attributable to owners of
the Company)

3,685

3,328

PAT After Exceptional Items

3,454

3,328

Table No. 1.2

Note: Exceptional items comprise of Gratuity Provision of Rs. 308 million
and the resultant deferred tax of Rs. 77 million in Q3 FY26 (due to new
labour codes).

2. STATE OF COMPANY'S AFFAIRS

The consolidated revenue (including other income) for the year ended
March 31, 2026 stood at Rs. 31,608 million compared to the previous
year's revenue of Rs. 25,770 million. The consolidated Profit after tax for
the year ended March 31, 2026 and March 31, 2025 stood at Rs. 3,433
million and Rs. 3,344 million, respectively. The consolidated Reserves and
Surplus as of March 31, 2026 stood at Rs. 31,003 million as against Rs.
27,164 million as of March 31, 2025. For FY 26, the Company has not
transferred any amount to the General reserve from retained earnings.

3. STRATEGIC BUSINESS PROGRESS

FY26 marked another year of disciplined execution against the Company's
long-term strategy of building a global, intellectual property-led financial
technology business. The Board continued to focus on strengthening
Intellect's market position through sustained investments in innovation,
expansion across strategic international markets and deeper engagement
with financial institutions undergoing large-scale technology
transformation.

The Company continued to strengthen its presence across North America,
Europe, the Middle East, APAC and India & South Asia, supporting
financial institutions as they modernise banking operations and prepare
for the next generation of AI-enabled financial services. With customers
across 62 countries, Intellect today serves a diverse portfolio of banks,
financial institutions and enterprises across developed and emerging
markets.

A significant strategic priority during the year was the continued evolution
of the Company's platform-led business model. Increasingly, customers
are engaging with Intellect as a strategic transformation partner rather
than for standalone technology implementations. This enables the
Company to build deeper, long-term relationships, expand platform
adoption across multiple business functions and create sustainable
opportunities for future growth.

The Company continued to invest in research, product engineering and
Artificial Intelligence, further strengthening its competitive positioning.
Today, Intellect's technology ecosystem comprises more than 700
microservices, 3,061 APIs, 942 events and over 550 domain-aware Digital

Experts, providing one of the industry's most comprehensive Al-first
financial technology platforms. These investments continue to strengthen
the Company's ability to support financial institutions as they transition
towards intelligent, composable and cloud-native operating models.

The Board believes that the Company's disciplined investment philosophy,
diversified global presence, differentiated intellectual property and strong
customer relationships position Intellect well to capture emerging
opportunities in the global financial services technology market while
creating sustainable long-term value for shareholders.

4. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of
Company's business.

5. 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.

6. DIVIDEND

The Board at its meeting held on May 8, 2026 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, 2026, subject to the
approval of shareholders at the ensuing Annual General Meeting ("AGM")
and if approved would result in the cash outgo of Rs. 978 million.

The record date for determining entitlement of shareholders to receive the
final dividend has been fixed as Friday, July 24, 2026. The dividend, upon
declaration by the shareholders, will be paid on or before Saturday, August
29, 2026.

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

7. SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTUREDetails of Subsidiary Companies, Associate Companies, and their
financial position.

As on March 31, 2026, Your Company has 27 subsidiaries (16 direct and 11
step down subsidiaries) and 3 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.

No other company has become or ceased to be subsidiary, joint venture
or associate of the Company.

8. CASH POSITION

Your Company has a cash position of Rs. 12,571 million on a consolidated
basis. For the details of breakdown of cash position, please refer to the
Management Discussion and Analysis section which forms part of this
Report.

9. SHARE CAPITAL

The paid-up capital of the Company increased to Rs.69,83,85,605 through
share allotments made against exercise of Options (8,25,352 equity
shares) under the ASOP / ISOP / IIPS Schemes, and comprises
13,96,77,121 equity shares at a face value of Rs.5 each as on March 31,
2026. The details of all the stock option plans, including terms of
reference, and the requirements are set out in Annexure 2.

10. CORPORATE GOVERNANCE

Your Company has been complying with the provisions of Corporate
Governance as stipulated in the Listing Regulations. A separate report on
Corporate Governance, along with the Certificate on Compliance of the
Corporate Governance norms and Management's Discussion & Analysis
Report as stipulated under Schedule V of the Listing Regulations which is
provided elsewhere in this Annual Report.

11. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under the provisions of Section 125 and other applicable
provisions of 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").

Pursuant to Section 124(1) of the Act, unclaimed dividend amounts are
transferred to the Company's designated Unpaid Dividend Account within
seven days of the expiry of thirty days from the date of declaration of
dividend. 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. Prakash Bharadwaj,
Company Secretary and Compliance Officer and the email id is
company.secretary@intellectdesign.com

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

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

13. PARTICULARS OF EMPLOYEES

a) The statement containing particulars of employees as required under
Section 197 (12) of the Act 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 Act read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are part of this report as Annexure 4.

Notes:

The employees covered under this :

1. have / had permanent employment contracts with the Company.

2. are neither relatives of any directors of the Company (except Mr. Anil
Kumar Verma, Whole-time Director), nor hold 2% or more of the
paid-up equity share capital of the Company as per Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014

14. 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 2025-26 forms part of this annual
report. Further, the Company has undertaken an independent assurance
of its BRSR Core Key Performance Indicators for the financial year 2025-26.
The assurance statement issued by M/s. Chakra Business Assurance LLP,
confirming requisite assurance on the BRSR Core Key Performance
Indicators of the Company, is accessible at:

https://www.intellectdesign.com/investor/reports/BRSR-assurance-

report-2026.pdf

15. 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 Act, the Directors of
your Company confirm that:

a) In the preparation of the annual accounts, for the financial year ended
March 31, 2026, 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.

16. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL
PERSONNEL ("KMP") & COMMITTEES OF DIRECTORS

(a) Board Meetings:

The Board of Directors of the Company met 7 times during the year
2025-26. The details of various Board Meetings are provided in the
Corporate Governance Report. The intervals between Board meetings
were in compliance with the requirements of the Act.

As on March 31, 2026, the Company has 7 (Seven) Directors, with an
optimum combination of Executive and Non-Executive Directors including
Lady Independent Director. The Board comprises of 5 (Five) Non-Executive
Directors, out of which 4 (Four) are Independent Director.

(b) Directors and KMP:

i) INDUCTIONS

• Mr. D. Shivakumar (DIN: 00364444) was appointed as an Independent
Director of the Company for a term of five years from January 30, 2026
to January 29, 2031, not liable to retire by rotation at the Board
Meeting held on January 30, 2026. The same was duly approved by the
shareholders through postal ballot (remote e-voting process) with
requisite majority on March 12, 2026.

• Mr. Prakash Bharadwaj was appointed as Company Secretary and
Compliance Officer of the Company with effect from August 1, 2025

ii) RETIREMENT AND RESIGNATIONS

• Retirement of Mr. Naresh V V as the Company Secretary & Compliance
Officer w.e.f. close of business hours on July 31, 2025.

• No Director resigned during the financial year 2025-26.

iii) RE-APPOINTMENTS

• Mr. Abhay Anant Gupte (DIN:00389288) was re-appointed as an
Independent Director for a second term of five years with effect from
June 15, 2025 at the Board Meeting held on April 09, 2025. The same
have been duly passed by the shareholders through postal ballot
(remote e-voting process) with requisite majority on May 22, 2025.

• Mr. Arun Jain (DIN:00580919) was re-appointed as the Managing
Director for a term of five years with effect from August 21, 2025 at
the Board Meeting held on May 9, 2025. The same have been duly
passed by the shareholders at the 14th AGM of the Company with
requisite majority on July 25, 2025.

• Mr. Anil Kumar Verma (DIN: 01957168) was re-appointed as a Whole¬
time Director of the Company for a period of five years with effect
from February 1, 2026 at the Board Meeting held on January 30,
2026. The same have been duly passed by the shareholders through
postal ballot (remote e-voting process) with requisite majority on
March 12, 2026.

iv) DIRECTOR LIABLE TO RETIRE BY ROTATION

Pursuant to Section 152(6) of the Act, Mr. Andrew Ralph England (DIN:
08211307), Non-Executive Director of the Company, is liable to retire by
rotation at the ensuing 15th AGM. Mr. Andrew Ralph England, has
expressed his intention not to offer himself for re- appointment.
Accordingly, Mr. England shall cease to be a Director of the Company with
effect from the conclusion of the 15th AGM.

(c) Declaration of Independence

The Company has received necessary declarations from each
Independent Director of the Company under Section 149 (7) of the Act,
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 the Listing
Regulations. Further, none of Intellect's Independent Directors serve as
Non-Independent Directors at any other company where an Intellect
Non-Independent Director acts as an Independent Director.

Additionally, 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 Act 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.

(d) Particulars of increase in remuneration including ratio to Directors
& KMP

The information relating to remuneration of Directors & KMP as
required under Section 197(12) of the Act, is given in Annexure 4 of
the report.

(e) 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

6. Executive Committee

For details of meetings and composition of the Board and Committees of
the Board, please refer to the Corporate Governance Report, which forms
part of this Report.

The policy framed by the Nomination, Remuneration and Compensation
Committee under the provisions of Section 178(4) of the Act, is as below:

(f) 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 Director. 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.

(g) Board Evaluation

As required under the provisions of Section 134 (3) (p) of the Act, 2013 and
the Listing Regulations, the Board has carried out an annual performance
evaluation of its own performance and that of its committees and individual
director 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 Board's performance was evaluated based on its composition,
structural and process effectiveness, committee functioning, Executive
Director reviews, sustainability management, succession planning, and
strategic planning. Additionally, the Board evaluated its committees'
performance, incorporating member feedback regarding committee
composition and meeting effectiveness.

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 17, 2026,
performance of Non-Independent Directors, performance of the Chairman
of the Company and the performance of the Board as a whole were
evaluated.

(h) 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 are explained in the Corporate Governance Report.

(i) 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.
No materially significant related party transactions were entered into that
may potentially conflict with the interests of the Company

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.

17. AUDITORS AND AUDIT REPORTS

Statutory Auditors: M/s. M S K C & Associates LLP
(FRN:001595S/S000168) Chartered Accountants have been appointed at
the 13th AGM held on June 26, 2024 to hold office as statutory auditors
until the conclusion of the 18th AGM of the Company.

There are no qualifications or adverse remarks in the Statutory Auditor's
Report for the financial year ended March 31, 2026.

Secretarial Auditors: Based on the recommendation of the Board, the
shareholders appointed M/s. B Ravi and Associates,
(FRN:P2016TN052400) Practicing Company Secretaries as the Secretarial
Auditors of the Company for a five-year term at the 14th AGM held on
July 25, 2025, to hold the office as the secretarial auditors until the
conclusion of 19th AGM.

The Secretarial Auditors of the Company have issued an unqualified
Secretarial Audit Report with no observations, qualifications,
reservations, or adverse remarks for the Report for the Financial Year
ended March 31, 2026.

The Secretarial Audit Report, annexed as Annexure 6, confirms
compliance with all applicable statutory provisions and notes that
adequate systems and processes are in place commensurate with the size
and operations of the Company.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Act 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. Capri Assurance and
Advisory Services 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 Act
are not applicable for the business activities carried out by the Company.

18. 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, 2026.

19. 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.

20. AUDIT COMMITTEE RECOMMENDATION

During the year, all the recommendations of the Audit Committee were
accepted by the Board.

21. THOSE CHARGED WITH GOVERNANCE (TCWG)

Pursuant to the directions issued by the National Financial Reporting
Authority ('NFRA') under Circular No. NF-25013/3/2025—NFRA dated
January 7, 2026, on effective communication between Statutory Auditors
and Those Charged With Governance ('TCWG'), the Audit Committee, at
its meeting recommended, and the Board of Directors, on consideration
of the said recommendation, designated the entire Board of Directors as
TCWG for the Company. The Chairperson of the Audit Committee was
designated as the Nodal Person on behalf of TCWG, and the Signing
Partner of M/s. MSKC & Associates LLP, Statutory Auditors, was
designated as the Nodal Person on behalf of the Statutory Auditor.

In furtherance of the principles of effective governance and transparent
financial reporting, structured two-way communication between the
Statutory Auditor and TCWG was maintained throughout the financial
year. Such communication covered, on the part of the Statutory Auditor,
the audit strategy, scope, materiality, significant risks and fraud risk areas,
internal control observations, key audit matters, critical accounting
estimates and judgments, related party transactions, and confirmation of
auditor independence; and, on the part of TCWG, significant strategic
decisions of the Company that may have a bearing on financial reporting,
the views of TCWG on the integrity and competence of senior
management, areas where TCWG perceived the need for additional audit
emphasis, and such other matters as were considered relevant for the
Statutory Auditor's attention.

The formal meeting of the TCWG has been held as required. The
proceedings of the meeting were duly minuted and have been placed
before the Board for noting.

The Board confirms that the Statutory Auditor had unrestricted access to
TCWG during the financial year and that there were no material
disagreements between the Statutory Auditor and TCWG.

22. MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Listing Regulations as
amended from time to time, the Management's discussion and analysis is
set out in this Annual Report.

23. ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act, the
Annual Return in Form MGT 7 shall be placed on the website of the
Company at
https://www.intellectdesign.com/our-investors/as per the
statutory timeline after the conclusion of the 15th AGM.

24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186

Details of investments made and/or loans or guarantees given and/or
security provided, if any, are given in the notes to the Standalone and
Consolidated financial statements which forms part of this Annual Report.

25. RISK MANAGEMENT POLICY

As a pioneer in India's IP-led business landscape, Intellect is committed to
maintaining a robust Risk Management system tailored to its product
business. Towards this, the Board has formed a Risk Management
Committee with Directors and 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.

Risk Management Framework ObjectiveObjective

The organisation 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 organisation
and its stakeholder The organisation's Risk policy facilitates the
continuous identification of these Risks and proposes mitigation
measures. Our Enterprise Risk Management policy aims to minimise the
adverse impact of these risks on Company's 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 Director. The organisation uses 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 organisation's strategic planning and the execution of its
strategy. Risk Management enables the organisation to proactively
manage uncertainties in the internal and external environment, aiming to
limit the negative impacts while capitalising on opportunities. The
process includes risk identification, risk evaluation, risk prioritisation, risk
mitigation, risk monitoring & review.

DIGITAL TRUST OFFICE
Purpose

The Digital Trust Office (DTO) represents the strategic evolution of the
Central Security Group (CSG) into a broader enterprise-wide digital trust
function. While the CSG focussed primarily on information and cyber
security controls the DTO expands the mandate to govern and
independently assure trust outcomes across security, data governance,
responsible AI, operational resilience, ecosystem risk and regulatory
defensibility.

Scope

The DTO scope applies across all Intellect products, platforms, enterprise
systems, delivery models and third-party ecosystems, irrespective of hosting
model or geography.

This includes customer facing solutions, internal enterprise system, cloud
and hybrid environments, AI enabled processing, data platforms, global
delivery operations and ecosystem dependencies

The DTO governs digital trust standards and assurance across these domains
while implementation and execution remain with accountable functions.

Pillars

P1. Information & Cyber Security
P2. Data Governance & Privacy
P3 Responsible & Ethical AI
P4 Resilience & Reliability

P5 Customer, Standards & Regulatory Compliance
P6 Third Party & Ecosystem Risk Management

Trust Rings

R1 Policies, Baselines, Risk Management
R2 Trust by Design
R3 Identity, Access & Trust
R4 Observability, Governance & Assurance

BRAND CAPITAL1. 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 ensure effective
management of implementations and client relationships.

END CUSTOMER CAPITAL2. Business Risk2.1 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. 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 Company's 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 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 mitigated through diversification across lines of
business, market segments & geographies.

The Company has presence in all the 4 sub segments of BFSI namely
Consumer Banking, Wholesale Banking, IntellectAI and Digital Technology
for Commerce. 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 geographic 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. Moreover, 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 customer. 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. Additionally, Intellect
actively pursues the registration of intellectual property rights, including
filing patents for key products, to protect its innovations and strengthen its
IP portfolio.

LEADERSHIP CAPITAL3. People Risk3.1 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 organisation's 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 CAPITAL4.1 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 Company's
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, ISO 27018, PCI DSS and SOC2. Intellect's security policy is
maintained across the organisation 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), India's 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.

4.3 Intellectual Property Rights Infringement Risk:

a) IP protection: The Company's 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 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 process ensures the integrity and protection of the Company's
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 CAPITAL5.1 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 periodic reviews are conducted to evaluate the effectiveness of security
measures, internal controls, disaster recovery, backup processes, SLAs, and
service contracts with cloud provides Security and access management
controls mechanisms are in place. 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 Intellect's
existing or new products either at development stage or subsequently in the
various versions or enhancements of the products, 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, Quality Management
process, Incident Management, Product security & Compliance mechanism
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 Company's
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. Management oversight and
monitoring mechanism is in place. 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 landscape, shaped by escalating geopolitical tensions,
evolving cyber threats, and increasing 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
organisation's 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.

Incident response and escalation structure is established. 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 organisation's 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 as per data presented
in the Company's Sustainability and BRSR .

FINANCE CAPITAL6.1 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 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.

6.2 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 Company's 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
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.

25. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has established and maintained adequate internal financial
controls with respect to financial statements. Such controls have been
designed to provide reasonable assurance with regard to providing reliable
financial and operational information.

The details of the same is explained in the Management Discussion and
Analysis which forms part of this Report.

During the year under review, such controls were operating effectively, and
no material weaknesses were observed.

26. CORPORATE SOCIAL RESPONSIBILITY

Intellect's Corporate Social Responsibility ("CSR") philosophy is anchored in
empathy and a "designed for impact" approach, using Design Thinking to
nurture human potential and create sustainable, community-centred
outcomes. Its CSR efforts are directed towards education, youth
development, livelihoods, grassroots governance, and ecological
stewardship, with a focus on creating inclusive, resilient, and self-sustaining
communities. The Company views CSR as an integral extension of its broader
sustainability ethos and its commitment to creating lasting social value.

As per Section 135 of the Act, 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.

27. 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.

28. 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 summary of the Complaints received and disposed-off during the
financial year 2025-26 are as follows:

Particulars

No. of Complaints

Number of complaints pending at the
beginning of the F.Y

1

Number of complaints of sexual harassment
received in the year

0

Number of complaints disposed off during
the year

1

Number of cases pending for more than
ninety days.

0

29. ANNUAL LISTING FEES

The Company confirms that it has paid the annual listing fees for the year
2025-26 to both the National Stock Exchange of India Limited and BSE
Limited.

30. COMPLIANCE WITH MATERNITY BENEFIT ACT 1961

During FY 2025-26, the Company is compliant with the applicable provisions
of the Maternity Benefit Act, 1961 and has policies, systems and processes
in place to ensure ongoing compliance.

In an era of evolving digital threats and rapid AI advancement, Intellect
remains steadfast in its commitment to the highest benchmarks of Digital
Trust. This year, we successfully initiated the transition of our Central
Security Group into the Digital Trust Office. This transformation ensures
comprehensive and proactive coverage across critical domains, further
safeguarding our strategic business objectives.

Our foundational security strategy is anchored by the ISO/IEC 27001:2022
standard. By leveraging this risk-based governance framework, we have
optimised our Information Security Management System to proactively
identify and mitigate threats before they impact our core operations. To
address the specific nuances of our cloud-first architecture, we adhere to:

• ISO/IEC 27017:2015: Implementing rigorous security controls
specifically designed for cloud users and provides.

• ISO/IEC 27018:2019: Ensuring the robust protection of Personally
Identifiable Information (PII) within our cloud environments, reinforcing
our commitment to user privacy.

AI Ethics and Emerging Technology

Recognising the transformative power of Artificial Intelligence, we have
proactively adopted ISO/IEC 42001:2023. This allows us to maintain an
Ethical and Secure AI Management System (AIMS), ensuring that our AI
deployments are transparent, accountable, and aligned with international
safety standards.

Financial Integrity and Trust Services

Trust is the cornerstone of our client relationships. Our adherence to SOC 2
Type 2 ensures the security, availability, and confidentiality of our service
delivery. Furthermore, through our compliance with PCI DSS v4.0.1 and PCI
SSF (S3) v1.2, our payment ecosystems and software lifecycles meet the
most current global standards for cardholder data security and secure
software development.

Operational Resilience

Our Business Continuity Management System (BCMS), certified under ISO
22301:2019, ensures that our organisation is built to withstand
disruptions. We have refined our recovery strategies to ensure seamless
service continuity, regardless of the external landscape.

Summary of Standards and Certifications

Information Security

ISO/IEC 27001

Risk-based security
governance

Cloud & Privacy

ISO/IEC 27017 &
27018

Cloud-specific controls
and PII protection

AI Governance

ISO/IEC 42001

Ethical and Responsible
AI

Trust Assurance

SOC 1 & SOC 2

Financial reporting and
service confidentiality

Payments Security

PCI DSS & SSF

Global card data and
software lifecycle security

Resilience

ISO 22301

Business Continuity and
Operational Resilience

Table No. 1.5

Moving into the next fiscal year, we will continue to iterate on these
frameworks, ensuring that our "Trust-by-Design" philosophy evolves
alongside global regulatory requirements and the expectations of our
stakeholders.

The Company affirms that for the year ended on March 31, 2026:

i. There were no issue of Equity Shares with differential rights as to
Dividend, voting or otherwise.

ii. There were no issue of Sweat Equity Shares to employees of the
Company under any scheme.

iii. 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. - Not Applicable.

iv. There were no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status and the Company's operations in future.

v. There were no proceedings, either filed by the Company or
against the Company, pending under the Insolvency and
Bankruptcy Code, 2016, before the National Company Law
Tribunal or any other court.

33. 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

Arun Jain

Chairman and Managing Director
DIN:00580919

Place: Chennai
Date: May 08, 2026