3i Infotech Ltd

Special Business: Director removal

• AGM on Aug 28, 2026 at 11:30 IST via VC/OAVM.
• Item No. 5: removal of Mr. Umesh Mehta as Non-Executive Non-Independent Director.
• Ordinary resolution; board does not recommend approval.

Key governance actions

• Board received notices proposing 12 non-executive director candidatures for the AGM.
• Board noted maximum board strength of 15 directors; 12 candidates could exceed limit.
• Special resolution required to increase the maximum number of directors and amend AoA.
• Shareholder approval for candidatures will be sought via postal ballot or EGM after NRC findings.
• NRC to evaluate suitability under legal requirements and 'Fit and Proper' criteria.
• Board instructed NRC to complete evaluation and report to Board at earliest.
• Consideration of candidatures for Independent Directors to ensure Regulation 17 compliance.
• Board expressed concerns on overall board size and administrative costs.
• Addendum to AGM notice to include Special Notice for removal of Umesh Mehta.
• NRC to evaluate optimal board size.

Key governance and voting dates

• Book closure: 22 Aug 2026 to 28 Aug 2026 (inclusive).
• AGM: 28 Aug 2026 at 11:30 IST via VC/OAVM.
• Record date for voting rights: 21 Aug 2026.
• E-voting window: 25 Aug 2026 9:00 AM to 27 Aug 2026 5:00 PM.
• Security: Equity shares.
• Dividend: not declared for FY 2025-26.

AGM Details & Key Resolutions

• AGM date/time: August 28, 2026 at 11:30 IST via VC/OAVM.
• Record date: August 21, 2026; closure: August 22–28, 2026.
• Ordinary: adoption of standalone and consolidated financial statements.
• Special: ESOP 2023 vesting extended to four years.
• Ordinary: retirement by rotation of Ambarish Dasgupta; vacancy not filled.
• Ordinary: appointment of Sanjay Vatsa as Non-Independent Non-Executive Director.
• Special: Scheme of Amalgamation with subsidiaries awaiting NCLT/regulatory approvals.
• Dividend: dividend not proposed for FY 2025-26.
• Voting results: Sharma passed 97.59%, Monga passed 97.74%, Dasgupta passed 99.84%.

AGM Details

• Date/time/mode: 28 Aug 2026 at 11:30 AM IST via VC/OAVM
• Record date: 21 Aug 2026
• Books closure: 22–28 Aug 2026

Key Resolutions

• Adoption of standalone and consolidated financial statements for year ended Mar 31, 2026
• Not re-appoint Ambarish Dasgupta; vacancy not filled
• ESOP 2023 vesting changed to four years with 25% annually; rating 3 at 100% vesting

Director Changes

• Avtar Singh Monga reappointed as Independent Director for a second term
• Sanjay Vatsa to be appointed Non-Independent Non-Executive Director; effective 24 Jul 2026; subject to approval

Auditors

• Statutory Auditors CKSP & Co LLP continue for 5-year term to 2030
• Secretarial Auditors SAP & Associates continue for 5-year term to 2030