Key Event Details

The Company received a Special Notice dated August 3, 2026, from NMS Leasing and Infotech Private Limited ("Proposing Shareholder"), a member holding 2,074,845 equity shares (constituting approximately 1.00039% of the paid-up equity share capital) as of August 3, 2026. The notice proposes the removal of Mr. Umesh Mehta (DIN: 09244647) from the office of Non-Executive Non-Independent Director under Section 169 of the Companies Act, 2013.

Rationale from Proposing Shareholder

The shareholder's rationale for removal, as stated in the special notice, questions Mr. Mehta's relevant expertise: "Publicly available information does not indicate that Mr. Mehta has held responsibility for developing or scaling proprietary software products, leading large software engineering organizations, managing global technology delivery businesses, or driving innovation in AI, Cloud or Digital platforms." It further states his experience "appears to be confined primarily to managing internal enterprise technology environments for manufacturing companies" and concludes this background "does not appear to provide the specialist industry expertise required for effective board oversight of 3i Infotech's technology strategy."

Director's Background and Response

Mr. Umesh Mehta was appointed as an Additional Non-Executive Non-Independent Director effective March 22, 2024, and his appointment was approved by members via an Ordinary Resolution passed through a Postal Ballot on June 15, 2024.

Pursuant to Section 169 of the Act, Mr. Mehta provided a detailed written representation defending his position. Key points from his defense include:

  • He clarified his role is to provide strategic guidance and governance oversight, not perform executive duties like product development.
  • He listed specific contributions to the Product Innovation Committee, including recommendations to discontinue legacy tech investments, focus on strategic partnerships, develop robust business cases for new products, embed AI capabilities, and establish Centers of Excellence for AI and Cybersecurity.
  • He emphasized his over three decades of senior leadership experience at the intersection of business strategy and technology, arguing that his perspective as a former customer of IT services (a CIO) is valuable for understanding client needs.
  • He noted the notice does not allege any misconduct, breach of fiduciary duty, or lack of integrity.

Board of Directors' View and Recommendation

The Board of Directors considered the special notice and Mr. Mehta's written representation at its meeting held on August 12, 2026.

The Board collectively acknowledged and appreciated Mr. Mehta's significant contribution, stating he "has provided valuable insights in evaluating expenditure on existing products... identifying potential market opportunities, and shaping the Company's positioning and Go-to-Market strategy."

The Board placed on record its sincere appreciation for his contributions and fully endorsed his strategic approach. The Board is of the view that his continued association "would be of immense benefit to the Company."

The Board does not recommend the Ordinary Resolution for the removal of Mr. Umesh Mehta for approval by the members.

Voting and AGM Procedures

The resolution for Mr. Mehta's removal is added as Item No. 5 to the agenda for the 33rd AGM. The AGM is scheduled for Friday, August 28, 2026, at 11:30 a.m. (IST) to be held through Video Conferencing/Other Audio Visual Means (VC/OAVM).

All processes for remote e-voting and participation in the AGM, as set out in the original notice, apply to this resolution. The scrutinizer(s) appointed for the AGM will also act for this resolution.