# Before elimination of the shares held by eClerx Employee Welfare Trust (ESOP Trust).

The Members of the Company at the 24^th Annual General Meeting held on September 19, 2024 appointed M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) as Statutory Auditors of the Company for the period of 5 (five) years starting from FY2025 to FY2029 and to hold office from conclusion of 24^th_ Annual General Meeting till conclusion of 29^th_Annual General Meeting. M/s. S.R. Batliboi & Associates LLP (Firm Registration No.

101049W/E300004) ceased to be the Statutory Auditors of the Company due to expiry of their second term of 5 (Five) consecutive years at the 24^th Annual General Meeting.

There are no qualifications, reservations, adverse remarks or disclaimer made by M/s.

Price Waterhouse Chartered Accountants LLP, Statutory Auditors in their report for FY2025. Further, there were no instances of fraud reported by the Statutory Auditors during FY2025 in terms of the Section 143 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A(1) of SEBI Listing Regulations, as amended from time to time, the Board of Directors of the Company have recommended to the shareholders, the appointment M/s. Mehta & Mehta, Company Secretaries Firm (Registration Number P1996MH007500) as the Secretarial Auditors for conducting the audit of the secretarial records for a period of 5 (five) years commencing from FY2026 till FY2030.

The detailed proposal for the appointment of M/s. Mehta & Mehta, Company Secretaries as Secretarial Auditors of the Company is given at the Resolution No. 4 of the Notice of 25^th Annual General Meeting.

The report of the Secretarial Auditor is attached as Annexure-II. The Secretarial Auditors' Report does not contain any qualification, reservation or adverse mark.

The Company is in compliance with the relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Central Government.

Cost audit and maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities of the Company.

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2025, is hosted on the website of the Company at https://eclerx.com/investors/financials/.

The Board of Directors of the Company comprises of eminent persons of proven competence and integrity. They bring diversified experience, strong financial & business acumen, management & leadership qualities.

Appointments:

During the year, there has been no change in the composition of the Board of Directors apart from the appointment of Mr. Amit Majmudar (DIN: 00565425) as an Independent Director of the Company for the first term of 5 consecutive years effective from April 1, 2024, which was approved by the shareholders of the Company by passing the resolution through Postal Ballot on March 7, 2024.

In accordance with Section 152 and other applicable provisions, if any, of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Priyadarshan Mundhra, (DIN: 00281165) retires by rotation, and being eligible, offers himself for re-appointment at the forthcoming AGM of the Company.

The Company has received the Certificate of Independence from all the Independent Directors pursuant to Section 149 of the Act and Regulation 16 of the Listing Regulations, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct. The Company has also received declarations under Regulation 25(8) of Listing Regulations from the Independent Directors confirming that there were no existing or anticipation of any circumstances during the year that could impair their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, all the Independent Directors have acted with integrity and have the requisite experience and expertise in the context of the business of the Company to make a significant contribution to the deliberations of the Board of Directors.

The Board of Directors of the Company had appointed an external agency for conducting evaluation of the performance of the Chairman, Board, individual Directors including peer review and self-assessment and of the Committees of the Board. The report of the performance evaluation of the individual Directors were submitted to the respective Directors whereas the observations and the report on the performance evaluation of the Board and its Committees was placed before the Nomination and Remuneration Committee. The feedback of the Nomination and Remuneration Committee was then placed before the Board of Directors for review and taking appropriate action on the basis of the findings in the performance evaluation report.

The said evaluation for the Board and individual Directors was carried out, based on pre-defined comprehensive checklists, which were circulated to the Directors covering various evaluation criteria, inter-alia, modelled on the following factors:

? Accountability towards shareholders;

? Critical review of business strategy;

? Conducive environment for the communication and rigorous decision making;

? Board's focus on wealth maximization for shareholders;

? Board's ability to demand and foster higher performance;

? Business Continuity preparedness;

? Skill set and mix thereof among Board members;

? Flow of information so as to enable informed opinions by the Directors;

? Adequacy of meetings of Directors in terms of frequency as well as the time dedicated for discussions and deliberations.

The performance evaluation criteria for the Committees of the Board, was modelled on the following factors:

? Contribution, control and counselling by the Committee on various matters;

? Qualitative comments/inputs;

? Deficiencies observed, if any;

? Qualification of members constituting the Committee;

? Attendance of Committee members in the respective meetings;

? Frequency of meetings.

In addition, the Chairman of the Board was also evaluated on the key aspects of his role and the report on his performance evaluation was placed before the separate meeting of the Independent Directors for review. During the year, a separate meeting of Independent Directors was held on May 16, 2024. In this meeting, the performance of the Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering the views of Executive Director and Non-Executive Directors. The same was also discussed in the subsequent Nomination and Remuneration Committee Meeting and Board Meeting that followed the meeting of Independent Directors.

The Company conducts familiarisation programme for Independent Directors to enable them to get a clear understanding about the business of the Company, organizational set-up, functioning of various verticals/ departments, industry scenario, changes in the regulatory framework and its impact on the business of the Company.

The Company has formulated a detailed Induction pack for on-boarding of new Directors, which, inter-alia, covers the_following:

? Introduction and meeting with other Directors on the Board and the Senior Management;

? Brief introduction about the business, strategy and nature of industry of the Company in which it operates;

? Roles, rights and responsibilities of Directors including Independent Directors;

? Extant Committees of Board of Directors;

? Meetings of Board and Committees, venue, generic dates and timings when such meetings are generally held and the Annual General Meeting of shareholders of the Company;

? The Codes of Conduct which are in place and applicable to the Directors;

? Remuneration payable to Directors pursuant to shareholders' approval to that effect;

? Liability Insurances taken by the Company to cover Directors.

In addition to this, periodic familiarization programmes are conducted for the Directors about the business operations, industry overview, threats, opportunities and challenges in respective verticals. Furthermore, detailed business presentations are made at quarterly meetings of Board of Directors. The details of familiarization programmes/training imparted to Independent Directors have been hosted on the Company's website at https://eclerx.com/wp-content/ uploads/2025/02/Details-of-Familiarisation-Programmes-for-Independent-Directors-March-2025.pdf.

The Independent Directors are encouraged to attend educational programs in the area of Board/Corporate governance.

The Directors have access to management to seek any additional information, clarification and details as may be required. In terms of the Listing Regulations, the standard letter of appointment of Independent Directors of the Company containing the requisite familiarization details has been hosted on the Company's website at https://eclerx.com/wp-content/uploads/2025/02/ Standard-Terms-and-Condition-of-Appointment-of-Non-Executive-Independent-Director.pdf.

Pursuant to Section 134 of the Act and other applicable Rules and Regulations, the Directors, to the best of their knowledge and ability, confirm that:

? in the preparation of the annual accounts for FY2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

? the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit or loss of the Company for the year ended on that date;

? the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

? the Directors had prepared the annual accounts on a going concern basis;

? the Directors had laid down internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively;

? the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. MEETINGS OF THE BOARD AND ITS COMMITTEES

During FY2025, 5 (Five) Board Meetings were held details of which, along with particulars of attendance of the Directors at each of the Board Meetings are given in the Corporate Governance Report of the Company, which forms a part of this report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the Listing Regulations. For details like composition, number of meetings held, attendance of members etc. at such Committee meetings, please refer to the Corporate Governance Report, which forms a part of this Annual Report.

19. AUDIT COMMITTEE

During the year, the Audit Committee was re-constituted with effect from April 1, 2024 as below:

The majority of the Members are Independent Directors and Mr. Amit Majmudar, Independent Director is the Chairperson of the Committee.

The Board of Directors appointed Mr. Shailesh Kekre, Independent Director as Member and Mr. Amit Majmudar, Independent Director as

Member & Chairperson of the Audit Committee with effect from April 1, 2024.

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

The Company has formulated the Nomination and Remuneration Policy in accordance with the provisions of the Act and the Listing Regulations. The said policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The aforesaid policy is hosted on the Company's website at https://eclerx.com/investors/corporate-governance/policies/.

The Company has zero tolerance policy for any form of unethical behaviour. Pursuant to the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations, the Company has in place a Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrong-doing that may adversely impact the Company and provides for adequate safeguards against victimisation of persons who use such mechanism, the Company's customers, shareholders, employees, investors, or the public at large. This policy, inter-alia, also sets forth:

(i) procedures for reporting of questionable auditing accounting, internal control and unjust enrichment matters; (ii) reporting instances of leak or suspected leak of Unpublished Price Sensitive Information and; (iii) an investigative process of reported acts of wrong doing and retaliation from employees, inter-alia, on a confidential and anonymous basis.

No whistle-blower complaints have been received during the year under review.

The aforesaid policy has also been hosted on the Company's website at https://eclerx.com/investors/ corporate-governance/policies/. The same is reviewed by the Audit Committee from time to time.

The details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2025, are set out in Note No. 5.1 to the Standalone Financial Statements of the Company. The Company has not provided any guarantee during the year under review.

23. PARTICULARS OF TRANSACTIONS, CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During FY2025, all the transactions that the Company entered into with related parties were in the ordinary course of business and at arm's length basis.

The Audit Committee approves all the Related Party Transactions in compliance with the provisions of the Act and Listing Regulations. Omnibus approval is obtained on a yearly basis and as and when any increase in limit is required for transactions which are repetitive in nature. Details of transactions entered into pursuant to omnibus approval are placed before the Audit Committee and the Board for review and approval/ noting on a quarterly basis.

Details of all related party transactions are mentioned in the notes to financial statements forming part of the Annual Report. The Company has developed a framework for the purpose of identification and monitoring of such related party transactions.

The Company has not entered into material contracts or arrangements as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The policy on Related Parties as approved by the Board is hosted on the Company's website at https://eclerx.com/investors/ corporate-governance/policies/.

The particulars of the transactions with related parties pursuant to the provisions of Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 are as under. Further, details with respect to related party transactions are also set out in the Note No. 31 to the Standalone Financial Statements of the Company for the year ended March 31, 2025.

Pursuant to the related party disclosure requirements under Part A of Schedule V of Listing Regulations, there were no loans and advances in nature of loans outstanding for the financial year ended March 31, 2025, from subsidiaries, associate companies or firms/companies in which Directors are interested.

None of the Directors have any pecuniary relationship or transactions vis-?-vis the Company except remuneration, profit-based commission and sitting fees.

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company believes in creating value for all its stakeholders. It has been conducting business in a sustainable manner and in a way that delivers long- term shareholder value and create maximum value for the Society.

The Company is also committed to ensure that its actions positively impact the economic, societal and environmental dimensions of the triple bottom line.

To reinforce the credibility of our disclosures and to emphasize our commitment to transparency and accountability, selected segments of the report will be undergoing external assurance by a third party. Identified errors if any, subsequent to the publication of this report will be promptly rectified and transparently communicated on our website.

As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility & Sustainability Report forms part of this report.

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm's length basis:

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2025, which were not at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis:

(Rupees in Million)

*All transactions were in the ordinary course of business

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required, inter-alia, under Section 134 of the Act read with the Companies (Accounts) Rules, 2014 is given in the Annexure-III forming part of this report.

Risk management is an integral part of the Company's Risk management is an integral part of the Company's business strategy and the Company believes that its ability to identify and address such risks is central to achieving its objectives.

The Company has in place a well-defined Enterprise Wide Risk Management (‘EWRM') framework and Risk Management Policy which, inter-alia, aims at the following:

? Safeguarding the Company assets, interests and interest of all stakeholders by identifying, assessing and mitigating various risks.

? Laying down a framework for identification, measurement, evaluation, mitigation & reporting of various risks.

? Evolving the culture, processes and structures that are directed towards the effective management of potential opportunities and adverse effects, which the business and operations of the Company are exposed to.

? Balancing between the cost of managing risk and the anticipated benefits.

? Creating awareness among the employees to assess risks on a continuous basis & develop risk mitigation plans in the interest of the Company.

The Risk Management Committee has been delegated the task of monitoring and reviewing of the risk management policy and the EWRM framework of the Company. The policy and the EWRM framework are periodically reviewed by senior management to ensure that the risks are identified, managed and mitigated. The same is also periodically reported to the Risk Management Committee, Audit Committee and the Board of Directors. The Company has also laid down procedures to inform the Board of Directors about risk assessment and minimization procedures.

. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter-alia, of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

– No. of complaints received during FY2025: 6

– No. of complaints disposed off during FY2025: 4

– No. of complaints pending as on end of FY2025: 2 (Disposed off in June-2025) – No. of cases pending for more than ninety days: None

The Company adheres to the provisions of the Maternity Benefit Act, 1961.

The Corporate Social Responsibility and Environment, Social & Governance Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis and apprises the Board of the same. The total obligation of CSR expenditure for FY2025 was Rs. 96.76 million out of which Company had spent Rs. 96.17 million during the FY2025 and an unspent amount of Rs. 0.59 Million of approved multiyear/ongoing CSR Projects for FY2025 was transferred to ‘eClerx Services Limited Unspent CSR A/C –FY2024-25', which will be exclusively utilized for the respective CSR Projects.

The Company's CSR policy statement and the Annual Report on CSR activities undertaken during FY2025, in accordance with Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure-IV to this report.

Further, in terms of the amended CSR Rules, the Chief Financial Officer has certified that the funds disbursed for CSR have been used for the purpose and in the manner approved by the Board for FY2025.

The details of Awards & Recognition received by the Company during FY2025 are available on page no. 7 of this Annual report and also hosted on the Company's website at https://eclerx.com/.

Details of the ratio of the remuneration of each Director to the median employee's remuneration (approx.): – Executive Director: 42 times

– Non-Executive Non-Independent Director: NA

– Non-Executive Independent Director: 9 times (excluding sitting fees)

The percentage increase/(decrease) in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

– Executive Director: (61.77%) (Decline in the remuneration for FY2025 due to discontinuation of Annual Performance Bonus from FY2025)

– Non-Executive Independent Directors: 9.38%

– Chief Financial Officer: 10%

– Company Secretary: 14%

The percentage increase/(decrease) in the median remuneration of employees in the financial year: (2%) During the financial year, substantial numbers of employees were hired as freshers, which moderated the rise in the median employee compensation for FY2025 in comparison to FY2024.

The global headcount of the Company as on March 31, 2025 was more than 19,000.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and reasons for any exceptional circumstances for increase in managerial remuneration: 13% for employees other than senior managerial personnel v/s 11.34% increase in the senior managerial remuneration. The increase is determined based on salary benchmarking done with industry peers to ensure retention of experienced employees. Company performance has indirect linkage to overall compensation of senior management.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further, the report and the annual financial statements are being provided to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

The details of remuneration paid/payable to Directors for FY2025 are also provided in the Corporate Governance Report forming part of this report.

Pursuant to the applicable requirements of SEBI (Share Based Employee Benefits) Regulations 2014, as amended to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Company has framed and instituted ESOP Scheme 2015 and ESOP Scheme 2022 to attract, retain, motivate and reward its employees and to enable them to participate in the growth, development and success of the Company.

An ESOP trust, which has been set up by the Company, is managed by independent trustee, and is authorized for secondary market acquisition of securities of the Company and utilize against exercise of securities granted/ to be granted under the above-mentioned ESOP Schemes. During FY2025, ESOP Trust acquired 317,978 shares from open market.

All equity shares of the Company arising consequent to exercise of options under ESOP Scheme 2015 and ESOP Scheme 2022 shall rank pari-passu in all respects including dividend with the existing equity shares of the Company. There would not be any dilution of equity shareholding for exercises done under both the above Schemes considering the Trust route model.

During the year, the shareholders of the Company vide special resolution passed through postal ballot on May 17, 2024 approved the amendment in Clause 4.5 of the ESOP Scheme 2015 increasing the limits for providing loan(s) to the Trust from Rs. 1,500 Million (Rupees Fifteen Hundred Million Only) to Rs. 2,800 Million (Rupees Twenty-Eight Hundred Million Only) for purchase/acquisition of shares from the secondary market in one or more tranche(s).

The Company has granted stock options from time to time to its employees and also to employees of its subsidiaries, and the disclosure in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the Company's website at https://eclerx.com/investors/financials/.

The Company is dedicated to generating long-term value for its shareholders by delivering strong operational performance, maintaining cost efficiency, enhancing its asset and resource base, and pursuing excellence across all areas of its operations.

The Company firmly believes that its marketplace success and strong reputation are key drivers of shareholder value. Its close client relationships and deep insight into customer needs continue to guide the development of innovative products and services.

The Company views people development as a vital strategic advantage and actively invests in a range of high-impact learning initiatives, including collaborations with industry experts and leaders in specialized fields. Further, details on human resource management are set out in the Management Discussion and Analysis Report, describing the initiatives taken by the Company, which forms part of the Annual Report.

The Securities and Exchange Board of India has prescribed certain corporate governance standards vide Regulations 24 and 27 of the Listing Regulations. Your Directors re-affirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditors' Certificate on its compliance is annexed hereto.

The Board of 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) There has been no change in the nature of business of your Company. (ii) During FY2025, the Company has not made any settlement with its bankers for any loan/ facility availed or/and still in existence, hence, there was no requirement of valuation.

(iii) During FY2025, there was no application made and proceeding initiated/pending by any Financial and/ or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016 ("Code"). (iv) There were no significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future during the financial year.

The Company has succession plan in place for orderly succession for appointments to Board and to senior management.

Your Directors place on record their gratitude to the Government of India and Company's bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates, bankers and employees in ensuring an excellent all-around operational performance.