3i Infotech has issued an addendum to the notice for its 33rd Annual General Meeting (AGM) scheduled for August 28, 2026. The addendum incorporates a proposal for the removal of Mr. Umesh Mehta from the office of Non-Executive Non-Independent Director as Item No. 5 in the special business agenda.

The proposal stems from a special notice dated August 3, 2026, received from NMS Leasing and Infotech Private Limited. The proposing shareholder holds 2,074,845 equity shares, constituting approximately 1.00039% of the paid-up equity share capital. Under Section 115 of the Companies Act, 2013, read with Rule 23 of the Companies (Management & Administration) Rules, 2014, the shareholder seeks to pass an ordinary resolution for Mr. Mehta’s removal under Section 169 of the Act.

Rationale for Removal

The proposing shareholder cited concerns regarding Mr. Mehta’s professional background and its relevance to the company’s technology strategy. The notice states that publicly available information does not indicate Mr. Mehta has held responsibility for developing proprietary software products, leading large software engineering organizations, or managing global technology delivery businesses.

Key observations from the special notice include:

• Mr. Mehta’s experience appears confined primarily to managing internal enterprise technology environments for manufacturing companies.
• There is no disclosed record of successfully leading a global IT services business or managing technology product portfolios.
• The shareholder argues this background lacks the specialist industry expertise required for effective board oversight of 3i Infotech’s technology strategy.

Mr. Mehta was appointed as an Additional Non-Executive Non-Independent Director effective March 22, 2024, with his appointment later approved by members via postal ballot on June 15, 2024.

Board’s Position

The Board of Directors considered the special notice and a written representation submitted by Mr. Mehta during its meeting on August 12, 2026. The Board acknowledged Mr. Mehta’s significant contributions to board deliberations and the Products Innovation Sub-Committee.

According to the explanatory statement, Mr. Mehta has provided valuable insights in:

• Evaluating expenditure on existing products and determining continuation strategies.
• Identifying potential market opportunities.
• Shaping the company’s positioning and go-to-market strategy.

Consequently, the Board does not recommend the ordinary resolution for the removal of Mr. Mehta, stating that his continued association would be of immense benefit given his extensive experience and expertise.

Director’s Representation

In his written representation under Section 169(4) of the Companies Act, 2013, Mr. Mehta contested the assessment of his professional relevance. He emphasized that as a Non-Executive Director, his role involves strategic guidance and governance oversight rather than operational execution.

Mr. Mehta highlighted specific contributions to the Product Innovation Committee, including:

• Recommending discontinuation of investments in legacy technology products.
• Advocating for strategic go-to-market partnerships over equity investments.
• Proposing the establishment of Centres of Excellence for AI and Cybersecurity.
• Recommending the embedding of AI capabilities into existing products.

He noted that the special notice does not allege any misconduct, breach of fiduciary responsibility, or regulatory non-compliance. Instead, the grounds concern an assessment of his professional background and suitability.

What the Numbers Show

The proposing shareholder holds a relatively small stake of 1.00039% in the company. This indicates that the move to remove a director is driven by specific governance or strategic disagreements rather than a large-scale activist campaign involving significant equity ownership. The outcome depends entirely on how other shareholders vote at the AGM, as the resolution requires only an ordinary majority.

The AGM will be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Members can inspect relevant documents electronically without fees until the date of the AGM. The addendum to the notice is available on the company's website and the websites of BSE Limited, National Stock Exchange of India Limited, and National Securities Depository Limited.

Navi Mumbai police have determined that a criminal complaint filed by 3i Infotech concerning an alleged large-scale corporate financial fraud is of a civil nature. The Economic Offence Wing, Navi Mumbai Police Commissionerate, informed the company on August 13, 2026, that its preliminary inquiry concluded the matter does not warrant criminal investigation at this stage.

The police advised the company to seek redressal from the concerned department. 3i Infotech stated it is in the process of obtaining a legal opinion to evaluate and decide on the next course of action.

Case background

The company originally filed the complaint with the Additional Commissioner of Police on February 3, 2026. This action followed a board decision made after reviewing a report from a High Powered Committee comprising retired Justice Satish Chandra, former Law Secretary Dr. Reeta Vasishta, and former SEBI Executive Director B.N. Sahoo.

The complaint alleges criminal breach of trust, cheating, dishonest misappropriation, and criminal conspiracy. These charges stem from the fraudulent disinvestment of 3i Consumer Services Limited, now known as eMudhra Limited, and the wrongful redemption of preference shares issued by eMudhra.

Key allegations and parties

The estimated impact on the listed entity is more than ₹128 crore, plus interest and damages as may be determined by investigating and relevant legal authorities. The alleged misconduct occurred between December 2010 and January 2021.

Venkatraman Srinivasan, the Managing Director and Chief Executive Officer of 3i Infotech until June 30, 2012, is currently serving as Executive Chairman and Promoter of eMudhra Limited. Ravi Jagannathan, the Managing Director of eMudhra Limited until April 1, 2012, is also named in the complaint.

Regulatory disclosures

3i Infotech disclosed the filing under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In addition to the police complaint, the company noted it is in the process of submitting a complaint with the Securities and Exchange Board of India (SEBI).

What the numbers show

The alleged fraud involves a significant sum of more than ₹128 crore spanning over a decade from December 2010 to January 2021. The concentration of liability on specific former executives and a wholly owned subsidiary that was later disinvested suggests the financial impact is tied to historical corporate restructuring events rather than current operational activities. The classification of the matter as civil implies the recovery mechanism will likely rely on civil litigation or regulatory arbitration rather than criminal asset seizure.