datamatics global services ltd share price Directors report

The Company has prepared the financial statements in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013, (the Act) and other relevant provisions of the Act.

There are no material departures from the prescribed norms stipulated by the Accounting Standards in preparation of the Annual Accounts. Accounting policies have been consistently applied except where a newly issued accounting standard or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis.

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

The Company is a Digital Technologies, Operations, and Experiences company that provides intelligent solutions for data- driven businesses to increase productivity and enhance the customer experience. With a complete digital approach, Datamatics portfolio spans across Digital Technology Solutions,

Business Process Management and Engineering Services powered by Artificial Intelligence. It has established products in Robotic Process Automation, Intelligent Document Processing, Business Intelligence and Automated Fare Collection. Datamatics does business with global customers across Banking, Financial Services, Insurance, Healthcare, Manufacturing, International Organizations, and Media & Publishing.

On a Consolidated basis, your Company achieved revenue from operations of 1459.19 crores, increased by 21.5% as compared to 1201.05 crores in the previous year.

Consolidated Operational profits were at 242.56 crores as compared to 193.27 crores resulting into to an increase of 25.5%.

The revenue from operations on a standalone basis is 733.27 crores, increased by 26.8% as compared to 578.51 crores in the previous year.

Standalone Operational profits were at 120.99 crores as compared to 101.86 resulting into increase by of 18.8%.

DIVIDEND

The recommended final and special dividend are in accordance with the Dividend Distribution Policy of the Company approved by the Board at its meeting held on May 26, 2021 and is in terms of Regulation 43A of the SEBI Listing Regulations is available on the Companys website at https://www.datamatics.com/hubfs/Investors/Corporate- Governance/Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserve out of the amount available for appropriation. However, credit balance of Profit and Loss of 480.48 crores is transferred to Balance Sheet under the head Reserves and Surplus.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of Section 125 of the Companies Act, 2013 ("the Act"), unclaimed or unpaid Interim Dividend relating to the financial year 2015-2016 is transferred on 21^st April, 2023, further unclaimed or unpaid Final Dividend relating to the financial year 2015-2016 is due for transfer on 21^st October, 2023 to the IEPF established by the Central Government. More details are available on https://www.datamatics.com/about-us/investor- relations/unpaid-unclaimed-dividend.

The Shareholders of the Company who have not received or encashed their dividend warrants are requested to claim the unpaid/unclaimed dividend from the Company before its transfer to IEPF.

The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. I EPF-5 available on www.iepf.gov.in.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits during the Financial Year 2022-23 in terms of Chapter V of the Companies, Act.

SUBSIDIARY COMPANIES

The Company has the following Indian subsidiaries (including the step-down subsidiaries) as on March 31, 2023:

1. Datamatics Information Solutions Limited

2. Lumina Datamatics Limited

3. Datamatics Staffing Services Limited

4. LDR eRetail Limited

5. Datamatics Robotics Software Limited

6. Datamatics Foundation

7. Datamatics Cloud Solutions Private Limited^A

A Datamatics Cloud Solutions Private Limited was incorporated as JV Company with CloudGrowth Pvt. Ltd. w.e.f. 15.12.2022.

Lumina Datamatics Limited acquired 100% stake in Diacritech Technologies Private Limited on 30.04.2023 and accordingly Diacritech Technologies Private Limited become step-down subsidiary of Datamatics Global Services Limited.

The Company has the following overseas subsidiaries (including the step down subsidiaries) as on March 31, 2023:

1. Datamatics Global Services, Inc. (US)

2. Datamatics Infotech Limited (UK)

3. Datamatics Global Services Pty Limited (Australia)

4. Datamatics Global Technologies Limited (Mauritius)

5. Datamatics Global Technologies AG (Switzerland)

6. Datamatics Global Services FZ-LLC (Dubai)

7. Datamatics Global Services Corp. (Philippines)

8. Datamatics Robotics Software I nc. (US)

9. Lumina Datamatics Inc. (US)

10. Lumina Datamatics GmbH (Germany)

11. RJ Globus, Inc. (US)

12. Datamatics Global Services BV (Netherlands)

13. Lumina Datamatics UK Limited#

14. Sunrise Setting Limited (UK.)##

15. Lumina Datamatics Corp (Philippines)###

16. Datamatics Technologies FZ-LLC (UAE) $

#Lumina Datamatics UK Limited was incorporated as a wholly owned subsidiary of Lumina Datamatics Limited w.e.f 06.06.2022.

##Lumina Datamatics UK Limited has acquired 70% stake in UK- based Sunrise Setting Ltd w.e.f. 01.12.2022.

###Lumina Datamatics Corp was incorporated as a wholly owned subsidiary of Lumina Datamatics Inc. w.e.f 18.01.2023.

$ Datamatics Technologies FZ-LLC (UAE) was incorporated as a wholly owned subsidiary of Datamatics Global Services Limited w.e.f 17.03.2023.

Lumina Datamatics Limited acquired 100% stake in Diacritech Technologies Private Limited (”DTPL") on 30.04.2023 and accordingly DTPL become Wholly Owned Subsidiary of Lumina Datamatics Limited and Diacritech Inc. (a subsidiary of DTPL) become step down subsidiary of Lumina Datamatics Limited w.e.f. 30.04.2023.

None of the subsidiary companies other than Lumina Datamatics Limited is a Material Subsidiary, within the meaning of Material Subsidiary as defined under the SEBI LODR Regulations, as amended from time to time.

During the Financial year, the Company in partnership with CloudGrowth has incorporated a Joint Venture Company viz. Datamatics Cloud Solutions Private Limited ("Joint Venture Company") on December 15, 2022 to bring their respective competencies together and to jointly provide the services using Salesforce CRM platform and such other related services through the said Joint Venture Company. The Company holds 77% of the paid-up equity share capital of the aforesaid Joint Venture Company.

During the financial year, your Company has incorporated a wholly owned subsidiary company ”Datamatics Technologies FZ-LLC" in Ras Al Khaimah Economic Zone (RAKEZ), UAE on 17.03.2023.

In accordance with Section 129 (3) of the Act, the statement containing salient features of the financial statements of the subsidiaries in Form AOC-1 is given in the financials section.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company including Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries are available on the website of the Company www.datamatics.com.

SHARE CAPITAL

As on March 31, 2023, the paid-up share capital of the Company is Rs 29.48 crores divided into 5,89,49,337 equity shares of Rs 5/- each fully paid up. During the year, there has been no change in the paid- up share capital of the Company.

The authorized share capital of the Company as on March 31, 2023 is Rs 98.15 crores.

Reclassification of certain promoters of the Company to public shareholders

The Board of Directors of the Company had received a request letter dated May 09, 2022 from Mrs. Aneesha Dalmia and Mrs. Amrita Bhogilal, persons forming part of promoter group seeking re-classification of their shareholding from Person belonging to the Promoter group to Public category under Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended and other rules, regulations and guidelines as applicable in this regard.

The Board of Directors of the Company at their meeting held on May 12, 2022, considered and approved the re-classification request of Outgoing Promoters and filed reclassification application with Stock Exchanges for their approval in compliance with SEBI Listing Regulations. Subsequently, the Company has withdrawn the said application filed with Stock Exchanges and intimation was given to Stock Exchange regarding this withdrawal on June 27, 2022.

EMPLOYEE STOCK OPTION SCHEME

The Company currently has one Employee Stock Option Scheme in force, namely, "Datamatics Global Service Limiteds Performance Based Employee Stock Option Plan 2022 ("PSOP 2022") which was approved by the members of the Company by way of Postal Ballot through remote e-voting process on March 14, 2022.

PSOP 2022 is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("ESOP Regulations"), as amended from time to time.

The disclosures in compliance with Section 62 of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and ESOP Regulations is available o n t h e w e b s i t e o f t h e C o m p a n y a t https://www.datamatics.com/about-us/investor- relations/financials

The Certificate from M/s Tushar Shridharani, Secretarial Auditor of the Company as required under ESOP Regulations confirming that the Companys PSOP 2022 has been implemented in accordance with the ESOP Regulations and resolutions passed by the members of the Company, is provided as "Annexure C" to this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. Lalit S. Kanodia (DIN - 00008050) - Chairman & Whole-time Director, retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for re-appointment.

Change in Directors

Brief particulars and expertise of directors seeking appointment/re-appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the 35^th AGM of the Company in accordance with the requirements of the Listing Regulations and Secretarial Standards.

Mrs. Asha L. Kanodia has tendered her resignation as NonExecutive Director of the Company effective from closing of business hours on April 28, 2022.

Key Managerial Personnel (KMP)

During the year under review, there was no change in the Key Managerial Personnel of the Company.

In terms of the Companies Act, 2013, the following are the KMPs of the Company as on March 31, 2023:

• Dr. Lalit S. Kanodia, Chairman and Whole-time Director

• Mr. Rahul L. Kanodia, Whole-time Director designated as Vice Chairman and CEO

• Ms. Divya Kumat, EVP, Chief Legal Officer & Company Secretary

• Mr. Sandeep Mantri, EVP & Chief Financial Officer Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they met the criteria of independence as prescribed under Section 149 (6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Board of Directors of the Company is of the view that all the Independent Directors fulfils the criteria of independence and they are independent from the management of the Company. All Independent Directors of the Company have confirmed that they have registered themselves with Independent Directors Database of IICA and will appear for the online proficiency test of IICA, if applicable.

MEETINGS OF THE BOARD

During the financial year, five meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms part of this Report. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Act.

BOARD AND COMMITTEE EVALUATION

The Companies Act, 2013 and SEBI Listing Regulations contains broad provisions on Board Evaluation i.e. evaluation of the performance of (i) the Board as a whole, (ii) individual Directors (including Independent Directors and Chairman) and (iii) various Committees of the Board.

Pursuant to the said provisions, the Board has carried out the annual performance evaluation of the entire Board, its Committees and all the Directors based on the parameters specified in the Report of Corporate Governance.

A separate meeting of Independent Directors was held to discuss the performance of Non-Independent Directors, Board as a whole and the Chairman after considering the views of Executive Directors and Non-Executive Directors.

Companys policy on Directors appointment and remuneration:

The Nomination and Remuneration Committee had laid down criteria for determining Directors Qualification, Attributes and Independence of a Director, remuneration of Directors, Key Managerial Personnel and other employees and criteria for evaluation of Directors, Chairman, Non-Executive Directors and Board and the evaluation process of the same. The policy may be accessed on the Companys website at https://www.datamatics.com/hubfs/Investors/Corporate-Governance/Nomination-and-Remuneration-Policy.pdf

FUTURE GROWTH STRATEGY

With businesses returning to normalcy, there is a robust demand environment across segments and industries Datamatics operates. Datamatics priorities for the coming year include supply and talent integration, focus on the US market, and tightly managing cash flows.

Supply and talent integration is an important piece to driving future growth. The whole IT sector today is going through a challenging time regarding people and talent availability. The company has taken several steps in stepping up its recruitment efforts and continues to invest in hiring, training, and upskilling all the employees.

Focus on the US market - Datamatics has extended the US sales force to focus on digital transformation opportunities, including intelligent automation products, TruBot RPA and TruCap+ IDP. The company has recently received excellent ratings from global customers operating in the space. Basis this, it remains confident of the market opportunities in intelligent automation as a critical driver for growth.

Diving deep in Digital - Digital transformation is omnipresent across enterprises, geographies, and industries. Datamatics will align its solutions under three pillars - Digital Operations, Digital Technologies, and Digital Experiences.

Datamatics will deploy deep technologies to enhance and drive digital operations in areas like finance & accounting, banking process management, insurance process management, publishing, etc., to increase productivity and customer experience.

Datamatics has established Centre of Excellence in deep digital technologies, such as Cloud, Digital Workplace, DevOps, Intelligent Automation, Artificial Intelligence, etc. The company will continue to strengthen its footprint in these technologies in the years to come.

Datamatics will continue to invest in developing and updating its IP solutions in the digital technology space. It is expanding its partner network and believes that the evolving partner ecosystem will increase the sales momentum and ensure smooth implementation and support for Datamatics IP solutions globally.

Datamatics has also been focusing on new-age Digital Technologies like the open loop, NFC, contactless mobile ticketing in Automatic Fare Collection, and Smart transport as growth areas across the globe and will continue the focus.

With Digital Experiences, Datamatics helps enterprises take significant strides toward their digital and customer experiences goals.

Datamatics will scale talent globally, invest in employees and accelerate innovation and digital capabilities to capitalize on the expanding market opportunities. The company sees enormous potential to engage and partner with customers to help them go deep in digital to enable transformation.

KEY BUSINESS DRIVERS FOR DATAMATICS IN FY 2022-23

• Automatic Fare Collection (AFC): This has been a focus area for Datamatics, with it being the only Indian company to have highly evolved AFC, Smart Gates, and Contactless Gates service offerings. Datamatics sees this as a vast opportunity in the US and emerging economies worldwide, including India. Recently Phase 1 of Mumbai Metro (Line 2A and 7) has become operational, for which Datamatics has implemented Automatic Fare Collection (AFC) system. Datamatics has made significant progress on phase 2 of Mumbai Metro (Line 2A and 7) and Memphis Area Transit Authority (MATA), the public transportation provider for the Memphis area, USA. In FY 21-22, Datamatics won the AFC contracts for Delhi - Meerut RRTS Corridor by National Capital Region Transport Corporation (NCRTC) and for Kolkata Metro by Rail Vikas Nigam Limited.

• Digital Solutions - Intelligent Automation, Digital Experiences, Cloud: Datamatics is well-positioned to implement digital technologies, such as Intelligent Document Processing, Robotic Process Automation, Digital Experiences, Analytics, Cloud, and Artificial Intelligence for its customers. Datamatics, with its experience and expertise, has carved a niche for itself towards becoming a strategic partner to its valued customers and offering intelligent solutions that will enable businesses to further evolve by improving productivity and enhancing customer satisfaction. In FY 23, Datamatics continued to make significant efforts and investments to strengthen its digital footprint.

• Account Penetration: Datamatics has customers across industries;many of these are Fortune 500 companies. Datamatics focuses on deeper penetration within the customer accounts through account management for cross-selling and up-selling through its integrated sales and marketing efforts.

• Branding & Marketing: Datamatics has been investing in marketing and branding efforts for increasing visibility, strengthening digital footprint and geographic reach. In FY23 Datamatics engaged with prospects and customers through virtual seminars and digital campaigns.

QUALITY

Quality forms the backbone of everything we do. It is an unnegotiable ingredient of the way a process, service and product is conceived, designed and delivered. A relentless focus on Customer delight, continuous process improvements and lean and efficient processes have been the hallmarks of the company for years. This is what provides us an edge over our competition, far and wide. A look at the average duration a customer has been happily associated with Datamatics is an eloquent testimony to our untiring commitment to quality. In the challenging and constraining Covid 19 and post Covid times, our team members stepped up their efforts and left no stone unturned to ensure that the customers continue to receive same level of stellar support as the previous normal times. Quality at Datamatics is a legacy that is being ably carried forward by the present team as well. The industry has also been recognizing the companys performance. This year too, your company and its personnel featured prominently at various platforms by winning prestigious awards.

Your Company is the first and the only I.T. Company to have won the "International Asia Pacific Award" for Quality in services sector in the year 2007. The Award was won against competition from hundreds of companies from 38 countries spread across the world, including the US, Japan, Australia, New Zealand, Russia,

Canada, China, Israel, South Korea, Peru and Mexico. Your Company also won the prestigious "IMC IT Award for Quality" in January 2014. We have won the Global Quality Challenge award of one of the fortune 100 organizations for the ninth time.

Further significant initiatives of the Company towards quality are:

1) Certifications

The Companys quality management systems (QMS) that forms the backbone of all the processes and the way day-to-day operations are carried out is a very comprehensive and robust standard that draws from a host of international standards and benchmarks. This includes ISO 9001:2015, SEI CMMI, ITIL, Agile, ISO 20000 and so on. Your Company has been recommended assessment at the highest maturity level, Level 5 for CMMI Ver 2.0 SVC model. This covers almost all the locations and services that we cater to. The QMS has also been successfully assessed and certified for ISO 9001:2015. During all the surveillance periodic assessment audits, there has been no major non-conformity observed. All the new centers that we added in the financial year have also been successfully assessed and certified to the above international standards.

As you are aware, with the growing complexity of the digital economy and the present pandemic situation where we have been forced to switch significantly to work from Home model, the threat on the information security and data also increases in terms of complexity and impact. Your company is fully aware of this challenge and we constantly keep upgrading our information security management systems (ISMS). Our operations and ISMS have been successfully assessed and are compliant to ISO 27001:2013, SSAE 16 SOC 1 and SOC2 requirements. As you would be aware, these standards are extremely important for Financial, Insurance and Healthcare industries. The Livonia and Philippines operations have also been successfully assessed and certified to PCI-DSS requirements. The IPR products, TruCap+ and TruBot have also been successfully assessed for SOC2+ requirements.

Our commitment to ensure a robust information security management system for our customers has been bolstered by these certifications. We have implemented Security Information and Event Management (SIEM) solution as well which will further strengthen the Information security management. During the COVID 19 lockdown and remote working methodology, there has been a palpable increase in the threat to information and data security. Pre-empting such threats we have secured our networks further, addressed end point vulnerabilities and implemented mechanisms and tools to address advanced persistent threats (APTs) from all kind of malware attacks. The company recently implemented EDR (End point Detection and Response) and MDR (Manage Detection and Response) solutions to further enhance our preparedness to any malware threats. We also implemented (MFA) Multiple Factor Authentication solutions to further enhance access and security controls around sensitive data and information being processed by the company. Vulnerability and penetration tests (VA/PT) are carried out regularly through internal as well as external agencies to make sure that our networks and servers are robust to any malicious attacks. There is an increased focus on employee awareness around information security as well for proactive and preventive measures to thwart any malicious attack. There is a conscious thrust on risk management as an organization strategy and the risks and mitigation plans are reviewed regularly at all pertinent levels.

A lot of thrust has also been put in enhancing the overall project management skills of our project managers through formal PMP certification from PMI, USA.

GDPR REGULATIONS AND DATA PRIVACY ACT

As you would be aware, General Data Protection Regulations (GDPR), the most important regulation around data privacy in the European Union region came into force a couple of years back. All our contracts with the customers in the EU region have been revised to incorporate the requirements of GDPR. Our processes have been further strengthened around the GDPR requirements. A dedicated Data Protection Officer (DPO) has been appointed to address issues, if any, raised around GDPR compliance. All the relevant employees and management have been trained on GDPR principles and requirements. GDPR awareness is an integral part of the employee induction program.

We are also gearing our processes to address all the requirements of the Data Privacy Act of India. We plan to get assessed and certified to Data Privacy standard, ISO 27701.

2) Customer Satisfaction Tracking

As youre aware, your Company conducts customer satisfaction surveys at the end of every major milestone to assess customers perception of our services. The wholly automated survey asks the customers their feedback on a range of parameters that measure their near and long term perception about the Company.

We feel proud to share with you that we continue a stellar performance on this count. Your company scored 5.4 on overall satisfaction rating on a scale of 1-6, 1 being the lowest and 6 being the highest. Another highlight of this survey has been that 87% of the respondents have rated us in the top 2 boxes of the rating i.e. extremely satisfied and Delighted. 64 customers have rated us as delighted on all the parameters. 66% of respondents expressed "Insist ” and "Prefer" to work with Datamatics on Quality of Engagement questionnaire. We believe that in the modern environment Customer Experience i.e. the impression that our customers make during their interaction with us, is extremely critical. Customer Experience, apart from the feedback on the hard deliverables, is an integral part of these surveys. We are glad to share that the results are extremely positive on this front.

Apart from this, the more frequent and real time Customer Feedback Capture mechanism that captures feedback through other formal and informal channels also reports an improving trend in the customer sentiment towards our processes and performance.

3) Continuous Improvement - Lean Six Sigma

The Company has a mature and well-entrenched continuous improvement program. This program is based on the principles of Lean, Six Sigma and Kaizen. The program focusses on making our processes more efficient, productive, accurate and cost effective. The program continues to deliver significant benefits to the organization with improvements in productivity, efficiency, accuracy and customer satisfaction. Overall 480 Lean Six Sigma projects and 2080 Kaizens were successfully completed since 2007.

The Company has about 30 Six Sigma Green Belt and 60 Six Sigma White Belt certified professionals along with 6 Six Sigma Black Belt and 1 Six Sigma Master Black Belt certified professionals.

HUMAN RESOURCE MANAGEMENT

Human resources oversee the most complex component of a successful business - a trained, productive and thriving workforce. Business success is directly proportional to peoples success.

Our Global Annual Climate Survey was conducted with 87% participation, higher than last years 85% participation. Clear positive strides in terms of Organizational Culture and a healthy work environment were made as Datamaticians recognized as an Employee Friendly organization three years in a row.

Committed to the cause of Upskilling and taking our Campus Connects a step ahead, we took consistent steps for a more sustainable Industry-Academia collaboration to explore possible synergies. The Datamatics Leadership team, local HR teams and identified institutions of repute connected, invested time and collaborated to work towards a Fellowship Association in India (across locations) and the Philippines.

Our consistent efforts were recognized on diverse platforms globally:

• Datamatics won the prestigious WEPs Awards to promote Transparency and Reporting Initiatives as Private Sector Champions (2nd runners-up in UN Women WEP - India).

• In the Philippines - Circle of Excellence for Wellness Company of the Year at the 13th Asia CEO Awards

• In India - Maharashtra State Best Employer Award was conferred to Datamatics, a team AWARD (Winner for Best Employee Engagement Strategies) and a recognition for Best use of Tech in HR across multiple Industry Summit and Conclaves.

TALENT ACQUISITION

The Financial Year 2022-23 has been better as compared to the previous financial year in terms of lower volatility and higher stability. The demand of talent and aggressive acquisition strategies by the industry players, and volume hiring by bigger organizations has stabilized to some extent.

The team has managed to sustain and further increase the hiring numbers, maintained good SLAs and productivity. Hiring of Gig workers has increased as compared to the previous year. The US market has stabilized considerably, however niche and key talent continue to remain in high demand.

The team delivered on the strategies adopted and planned initiatives to meet the defined goals. On Sourcing, the team continued to prioritize in connecting with maximum candidates through a variety of sourcing channels, both traditional and emerging. Hiring managers were engaged and the team managed to yield maximum interviews from them, right from increasing daily interviews to planning virtual interview drives.

The candidate engagement process was strengthened to build enthusiasm and excitement for the candidate. Every potential or offered candidate was finely engaged at an individual level regularly by the team.

The team continued to add new vendor partners across geographies. The network has been actively utilized to maximize the spread of required closures.

The Talent Acquisition (TA) Team has continued to leverage the data & analysis build up on the talent mapping exercise of the competitors related to the DGSL service offerings, products and vertical specialization. This has been executed for all business offerings i.e. IT services, BPM, Intelligent Automation, Engineering

Services, CMS and Market Research.

The TA Team has continued to execute regular real-time data analysis of the industry data, candidate expectations, market trends and alternatives and inform the hiring managers time to time, for them to be able to take quick decisions around hiring.

The team on-boarded a total of 4688 resources in 2022-23. Compared to the industry, the team managed an exceptional offer-joining ratio higher than the industry index.

The team has stayed ahead of the curve, with eminent industry practices relevant to resume sourcing, assessments, interviewing, background verification, negotiations and candidate engagement. Innovation has been the guiding principle towards relentless improvement, and the team has employed avant-garde strategies like brand-driven job posts, video interviewing, passive candidate engagement, research, social media usage, industry intelligence and effective referral programs. It has also been a continuous effort to establish Datamatics as an Employer of Choice, through powerful messaging around the key Employee Value Proposition.

LEARNING & DEVELOPMENT

Datamatics DAT (Develop-Aspire-Transform), our learning buddy, has provided us with a plethora of learning opportunities and continued to enable and deliver world-class learning experiences for us to leverage on. Enlightening our learning pathway with focused business & product sessions, our daily Learning Web Series, various Learning interventions, our in-house LMS platform and many more. L&D has continued to reinforce and strengthen the learning culture globally.

Prominent learning interventions have been (Sr) Leadership Executive coaching and assertiveness for the identified seniors has strengthened the coaching culture and reiterated the importance and nuances of Performance Conversations #Thinking Differently workshop focused on making our leaders think differently, especially when the industry space requires a different mindset altogether covering over 150+ employees. SEED The Structured Employee Education & Development (SEED) program targeted fresherss equipping them with essential learnings on C#, SQL, Angular, Corporate Etiquette, Time management, Effective Communication and Email Etiquette. Employees benefitted from the session and leveraged the opportunity.

Digital Learning

• Learning Management System: Our in-house LMS platform eShiksha has been renamed to "Elevate"- Limitless Learning! It comes with a sleek user friendly interface, Learning Badges, dynamic dashboards and easy navigation. Elevate continues to offer over 150+ learning modules available on Pulse 24/7 for us to leverage.

• Future Skills Prime (FSP) continues to bring together best-inclass global providers of content and learning along with renowned subject matter experts from the industry for a seamless and continuous learning experience for all our learners in India. We currently have over 2128 employees registered and utilizing the platform, where 516 badges were procured. Datamatics Product modules (TruBot Designer & TruBot Cockpit) are live on the FSP platform

• Learning Web Series (LWS): conducted daily theme-based sessions encompassing all development programs and learning activities with over 269 sessions conducted. These efficient & effective outputs of sessions helped employees to have a robust learning culture.

• With the objective to stay up-to-date with the current industry trends by enhancing the Site core JSS and SQL Server Reporting Services (SSRS) Training on the topic of the Power BI, which has helped our employees understand/pick up the latest technology trends quickly and thus achieve faster turnarounds and providing the knowledge to create SSRS reports which resulted in productivity improvement.

Learning@Datamatics continues to stay compliant by successfully completing various external audits, i.e. IQA, ISO, Client Audits, ISMS Audits, CMMi SVC L5 2.0 etc.

Learning & Development function saw a 128% increase in overall person Learning hours achieved, which is 3,74,149 person-hours compared to 2,93,437 person-hours of last FY with average feedback of 4.3 out of 5.

TALENT MANAGEMENT

Throughout the year, the HR Centre of Excellence continued to focus on building Diversity, Equity & Inclusion (DEI) in the workplace, Employer Branding and CSR initiatives while supporting all aspects of Talent Management internally.

• Towards a performance-driven culture focused on development - We launched the pilot Datamatics Mentoring Program (DMP) as the Support Squad for some of our key Talent globally. Cohort-based Focused Leadership Workout sessions were conducted for the Leadership team by partnering with Industry and Assessment experts. Competency-based focus and sessions for all key Talent interventions.

• Appreciate with Badges, through our online peer-to-peer recognition platform, globally, more than 2000+ unique Datamaticians were appreciated with 7000+ badges which have been well accepted and appreciated by the Talent@Datamatics.

• D&I :

• Coffee, Cakes and Candid Chats, a DDC initiative conducted by CHRO, the IWD theme #BreaktheBias at our US and Philippines offices.

• Welcome Back: Post Maternity second innings with CHRO, in-person interactive sessions with our returning mothers and valued professionals, with a token of appreciation, as they return to Corporate from their Maternity break.

• Focused (Wo)Mentoring sessions with International speakers were structured in a hybrid setup.

• Multidimensional Datamatics Wheel of Wellbeing for all, with focused sessions including Emotional and Mental Wellbeing were organized throughout the year.

• Investing in our Campus Engagement and Outreach Programs across geographies (including the US and the Philippines) to get the best young Talent while aiding employability.

• The team maintained regular positive communication, ensuring positive visibility and increasing Datamatics social across all existing channels, themes like DEI, CSR & Mental Health

CORPORATE HR

At Datamatics, we value and engage our people to make them feel respected and valued.

The key initiatives undertaken during the year are highlighted as follows:

• Datamatics continued its focus on promoting the Apprentice Program: In addition to the NAPS apprenticeship, we launched the Board of Apprenticeship Training (BOAT) apprenticeship model across the organisation. Both BOAT and NAPS consist of basic and on- the-job training (OJT)/practical training at the workplace. The organization also participates in the state-level apprenticeship program in Maharashtra to train new job seekers through Employment Promotion Programme (EPP). As of 31 March 2023, the company had trained 1863 apprentices across various locations.

• The company has seamlessly transitioned to the Hybrid workforce and is leveraging it with the enablement of the remote on-boarding process and weekly employee connect program.

• Regular employee connects sessions with the remote employee ensured the closing of 17,500 queries.

• The HR function has been successfully using the ticketing system to resolve employees queries.

• MPOWER session was organized for Project and Delivery Managers across the location. The program empowered the managers to reflect on key insightful data to handle the team and provided tools to become better managers.

• The Bonding Time session was institutionalized across the locations. The session with the new joiners helped the organisation to bridge the identity gap with the remotely working employees. Being a socially conscious and Community driven organization, we welcomed New Joiners with a canvas bag from the Shraddha Charitable Trust, Mumbai, which provides vocational training to autistic & mentally challenged young adults.

• Employee-friendly flexi components were introduced in the CTC structure. It brings an attractive tax-saving avenue to plan the CTC pay-outs for the year effectively.

• Monthly engagement activities were organized across locations throughout the HRBPs. The Womens Day celebration received enthusiastic participation. The company-sponsored picnic ensured great Team bonding and spirit throughout the year.

• The focus on the R&R program and Euphoria were the key drivers for the employee engagement.

• This year, the focus for HR automation was Key internal HR processes. The New Joiner Portal, Employee Separation, and FFS modules were enhanced. The employment letter issued at the time of exit was digitized.

• Excellent Scores in the PS Client audit ensured our commitment to the client service standards.

US and Overseas HR Operations

US HR continues to be a strategic business partner for all lines of business while providing US-based knowledge to maintain compliance with US laws and support global business needs.

Philippines Human Resource Operations

The BPO and IT-BPM industry in the Philippines has become a significant driver of the countrys economic growth, providing employment opportunities, boosting foreign investment, and contributing to the nations GDP. With its skilled workforce, cost competitiveness, and strong government support, the Philippines continues to be a preferred outsourcing destination for global businesses, positioning itself as a global leader in the BPO and IT-BPM industry.

Roadmap/Growth Forecast: The BPO industry in the Philippines is expected to continue its upward trajectory, driven by increasing demand for outsourcing services, continued investment in technology and infrastructure, expansion into emerging markets, and upskilling of the workforce, positioning the Philippines as a top BPO destination in the global market

Datamatics Global Services Corp as a Customer Management Solutions provider has contributed to the BPO industry through its customer-centric approach, state-of-the-art technology, and highly skilled workforce. It has helped businesses improve their customer service operations, increase customer satisfaction, and enhance their overall customer experience, contributing to the growth and success of the BPO industry in the Philippines.

HR Operations

HR Operations has achieved significant milestones from April 2022 to March 2023, showcasing their dedication and commitment to enhancing various areas of HR operations. In the realm of data management, establishing and implementing the New Joiners Portal process in Pulse has streamlined the onboarding experience for new hires, enabling them to access mandatory courses efficiently. Additionally, implementing the HB6 and BVF process for background checking has enhanced the hiring process.

In the domain of Compensation and Benefits, HR Operations has successfully conducted the HDMF Loyalty Card Onsite ID Capturing and Annual Physical Exam for employees across all sites. Timely processing of sickness and maternity reimbursements, R1A, ER2 for new joiners, and ESC issuance for all movements highlights the departments commitment to employee well-being.

The Employee Relations team has demonstrated their efficiency in handling employee issues, with no lost labour cases and timely completion of clearance deadlines. Collaboration with the IT team to establish a retrieval process and assist in covering and resolving all IRs across departments and campaigns showcases their proactive approach.

The Payroll team has implemented efficient processes for timesheet management, final pay computation, and submission of CTC reports on time. Additionally, their prompt assistance with clients queries and compliance with BIR deadlines highlight their attention to detail.

Learning and Development & Employee Engagement

The Learning and Development (L&D) achievements for FY 202223 have been remarkable, with the entire L&D team at CMS and Datamatics driving significant progress in employee development and engagement. The year started with a focus on compliance courses, particularly Corporate ISMS, followed by creating content for the Prevention of Sexual Harassment in the Workplace for the Philippine region. The integration of AccessFares Hub to CMS in the Philippines and India streamlined processes and improved efficiency.

L&Ds contributions in designing and implementing language proficiency assessments for team recruitment, creating comprehensive policies, and facilitating training sessions on leadership and professional development have been instrumental in enhancing the skills and knowledge of employees. The successful implementation of Alison.com as an additional platform for self-improvement and professional development has provided employees with access to valuable resources at no cost. The pilot sessions for client ETS and the recognition of Datamatics CMS Philippines as the Wellness Company of the Year at the Asia CEO Awards are noteworthy achievements.

The Professional Development Convocations, newsletters, and training evaluations have highlighted employees dedication to enhancing their skills and knowledge. The Fit to Lead Bootcamp is a strategic initiative to prepare future supervisors with essential skills and certifications. Overall, the L&D achievements in FY 2022-23 have positively impacted employee development, engagement, and satisfaction, contributing to the success and growth of CMS and Datamatics. The continued commitment to learning and development will propel organisations to achieve greater heights.

Employee Engagement

April to August 2022 was a period of exciting and engaging activities for CMS Philippines employees. From hiking at Mount Kulis to tree planting at La Mesa Nature Reserve, from celebrating Womens empowerment to promoting LGBTQ+ inclusion during Pride Month, from financial wellness webinars to nutrition sessions, and from smoking cessation seminars to employee recognition and sports events, CMS Philippines prioritised the well-being and engagement of its employees.

These activities provided opportunities for relaxation and bonding and promoted a healthy lifestyle, personal development, and a positive work environment. CMS Philippines showed its commitment to employee engagement and wellbeing through these initiatives, recognising the importance of creating a workplace where employees feel valued, supported, and motivated to perform at their best.

The participation and enthusiasm shown by CMS Philippines employees in these events highlight the organisations strong team spirit and camaraderie. The companys efforts to provide a conducive environment for employees to grow personally and professionally have undoubtedly contributed to a positive work culture and improved employee morale.

As CMS Philippines continues to prioritise employee engagement and well-being, it is evident that these initiatives significantly impact employees overall satisfaction and productivity. By fostering a positive and inclusive work environment, CMS Philippines demonstrates its commitment to its employees success and happiness.

Talent Acquisition

The talent acquisition team has achieved significant accomplishments in various hiring areas. They have successfully processed several high-volume hirings, niche position hirings, support function hirings, and back-to-back hirings, showcasing their ability to handle diverse hiring needs. The teams impeccable adherence to schedule resulted in a 100% adherence rate, ensuring all hiring activities were completed as planned. With a remarkable 95% fill rate, the team was able to fill critical positions, demonstrating their efficiency in identifying and securing top talent. The high job offer acceptance rate of 95% is a testament to the teams ability to attract and retain quality candidates. Additionally, the teams timely hiring contributed to the successful start of new projects, highlighting their impact on the organisations overall productivity and success. Overall, the talent acquisition teams achievements highlight their exceptional performance and effectiveness in acquiring top talent for the organisation.

Corporate Social Responsibility

Corporate social responsibility (CSR) activities have become increasingly important for companies to create a positive impact on society and the environment while contributing to sustainable development. Datamatics CSR activities reflect a commitment to social responsibility, employability and environmental sustainability. The companys initiatives include relief operations for those affected by natural disasters, providing access to clean water, and promoting education.

Campus partnership, our initiative in building connections with reliable campuses and universities and extending our help to prepare and shape students to become ready for the corporate world will benefit not just Datamatics but also our next generation of corporate workers. Datamatics Philippines will focus on increasing employability among individuals in remote rural areas who need better employment opportunities. Sharing our expertise in BPO and Contact Center will help young people gain the skills and work experience they need to get full-time employment in the outsourcing sector. Datamatics Philippines Academy will help disadvantaged youth in the community find an outsourcing job and develop the skills and motivation to grow in their chosen careers as young professionals. This way, we are ensuring continuous availability of a talent pool for Datamatics and providing equal involvement of rural youth from socially and economically marginalized communities, thereby promoting an inclusive culture in society.

We plan to develop the following collaborative activities

• Capability building

• Curriculum development and enhancement;

• Course design and development;

• On-the-job training of students;

• Career guidance and recruitment;

• Faculty and Staff immersion;

• Faculty and Staff development programs;

• Research collaboration; and

• Promote other academic and industry cooperation as mutually agreed upon.

Finally, the Let the Earth Breathe Tree Planting Activity shows Datamatics commitment to environmental sustainability. By conducting a tree planting activity at the La Mesa Watershed, the company contributes to preserving the forest and addressing climate change.

New Site Inauguration

Datamatics Philippines inaugurated the third omnichannel customer support centre at Pasig City, Manila, Philippines. The office was inaugurated by the Indian Ambassador to the Philippines - H. E. Mr Shambhu Kumaran.

The inauguration event was also graced by the presence of industry leaders, including Mr Mitch Locsin, President of CCAP (Contact Centre Association of the Philippines);Ms Celeste Ilagan, Chief Policy & Regulatory Officer at IBPAP (IT & Business Process Association of the Philippines) and Ms Roseann Miller, CEO at TCC.

The new office expansion further enables Datamatics to accelerate its growth in the Customer Management Solutions space. Technology coupled with the Filipino Way of Empathy, Commitment, Sensitivity and Hospitality will help provide a competitive edge to global clients. We wish great progress to Datamatics Philippines and thank all the dignitaries for their presence, for gracing the event, and for being part of our Growth Journey.

Internal and External Branding

Datamatics Philippines is a company that values its internal and external branding efforts. The internal branding initiatives of Datamatics Philippines include consistently publishing employee engagement activities through various channels such as Buzz, social media, Euphoria, and posting on bulletin boards. These initiatives aim to increase employee retention by keeping employees engaged and motivated. By regularly updating the employees about the companys initiatives, Datamatics Philippines aims to create a sense of community and belonging among its employees.

In addition to its internal branding initiatives, Datamatics Philippines is actively involved in external branding efforts. The company has joined various sessions arranged by CCAP and IBPAP to represent itself in the BPO and IT-BPM industries. Datamatics Philippines has also submitted an article about the New Site Inauguration to CCAP, IBPAP, and the Indian Embassy to gain wider exposure and networking opportunities.

Datamatics Philippines has also participated in roadshows as a sponsor, arranged by the Indian Business Forum and Indian Embassy, to showcase the companys contributions to the BPO business in the Philippines and the opportunities available. By joining these events, Datamatics Philippines aims to create awareness about the companys brand and services and to connect with potential clients and partners.

Datamatics Philippines has also submitted entries to awardgiving bodies such as Asia CEO Awards. By participating in these awards, Datamatics Philippines aims to showcase its employee initiatives and best practices and gain recognition for its efforts.

Overall, Datamatics Philippines is committed to its internal and external branding efforts. Through its initiatives, the company aims to create a strong sense of community and belonging among its employees and gain wider exposure and recognition for its brand and services.

CORPORATE SOCIAL RESPONSIBILITY

With the continued focus on supporting Communities through COVID in the last year, we went back to our roots of CSR philosophy - Environment and Employability, with an overarching focus on Empowerment.

• Datamatics CMS proactively protects the environment in the Philippines by advocating recycling, conserving energy, organizing re-forestation excursions and using environment-friendly technologies.

• Let the Earth Breathe a tree planting exercise was conducted at the La Mesa Nature Reserve, Philippines. An enthusiastic group of employees, along with the Leadership team embarked on planting the Malapapaya (Polyscias nodosa) seedlings in the designated area. By planting trees in La Mesa Nature Reserve, we are preserving the last remaining forest in Metro Manila, also protecting the watershed. The La Mesa Nature Reserve absorbs 5% of the carbon emissions of Metropolitan Manila and is the primary source of drinking water for 12 million Filipinos. While we may not see or feel the activitys immediate impact, everyone will benefit from this in the future. In two months, the saplings show good growth, and in about six years, they grow very tall and are also used for the production of chopsticks. We are happy to partner with the local Authorities and the Forest Officer in this eco-friendly mission.

• Enabling Employability in Tier 3 Cities - we continue to support employment opportunities in Tier 3 cities in India, including flexible working options. We respect the flexibility needs that capable and aspiring Talent, especially women, might have. Some roles offer flexible second innings and the opportunity to come Back to the Front phase-wise, with experience and training adding to future employability.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT

• The Company always endeavours to create and provide an environment that is free from discrimination and harassment, including sexual harassment. The Company is actively involved in ensuring that the employees/resources are aware of the provisions of the POSH Act and the rights thereunder.

• The Company has constituted an Internal Committee (IC) as required under POSH Act, and the committees constitution complies with the said Act.

• The Company has also adopted an Anti-Sexual Harassment Policy, in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and is fully committed to upholding and maintain the dignity of every woman executive working in the Company.

• Number of complaints pending as of the beginning of the financial year: 0

• Number of complaints filed during the financial year: 1

• Number of complaints pending as of the end of the financial year: 1

AWARDS & ACHIEVEMENTS

• Datamatics named as Leader in the IAOP 2023 Global Outsourcing 100 List

• Datamatics & Axis Bank won ET Ascent Business Leader of the Year 2022, under the category Leveraging IT for Business Performance

• Datamatics featured in the Circle of Excellence Awardee for the Wellness Company of the Year 2022 in the 13th Asia CEO Awards Philippines

• Datamatics TruCap+ won Bronze Stevie Award at the American Business Awards 2022

• Datamatics awarded for best use of Tech in HR at the UBS Forums HR Tech Summit and Awards 2022

• Lumina Datamatics awarded Excellence in Customer Service Award and Excellence in Process Optimization Award by BPO Innovation Awards 2023

• Lumina Datamatics won Best Employer Award by Employer Branding Awards 2022

• Lumina Datamatics won Excellence in CSR Award by National Award for Excellence 2022

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as "Annexure - A" to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten Employees in terms of remuneration drawn and name and other particulars of Employees drawing remuneration in excess of the limits set out in the said Rules are required to be part of the report. However, having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during the working hours. Any member interested in obtaining such information may write to the Company Secretary, at the Registered Office and the same will be furnished on request.

DATAMATICS INSIDER TRADING POLICY FOR REGULATION OF TRADING BY INSIDERS

Datamatics has formulated an Insider Trading Policy for Directors and employees in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The policy lays down guidelines, which advises the insiders on procedures to be followed and disclosures to be made, while dealing with the Companys securities. The policy clearly specifies, among other matters, that "Designated Persons" including Directors of the Company can trade in the Companys securities only when the Trading Window is open. The trading window is closed during the time of declaration of financial results, dividend and other important events as mentioned in the policy.

The Insider Trading Policy for Regulation of Trading by Insiders is available on our website at https://www.datamatics.com/about-us/investor- relations/corporate-governance.

STRUCTURED DIGITAL DATABASE FOR PREVENTION OF INSIDER TRADING PRACTICE

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, (SEBI PIT Regulations) as amended, the Company has customized a secure Insider Trading Compliance Tool (InsiderLens Software) which is maintained in house to prohibit insider trading activity. The Company has in place a structured digital database wherein details of persons with whom UPSI is shared on a need to know basis and for legitimate business purposes is maintained with time stamping and audit trails to ensure non-tampering of the database.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge confirms that:

(i) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and 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 the year ended on that date;

(iii) they have 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;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Secretarial Auditor

The Company had appointed M/s Tushar Shridharani, Practicing Company Secretary, to conduct the secretarial audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as "Annexure - B1" to this Report.

As per the requirements of the Listing Regulations, M/s Tushar Shridharani, Practicing Company Secretary, have undertaken secretarial audit of Lumina Datamatics Limited, material subsidiary of the Company for the FY 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as "Annexure - B2" to this Report.

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by M/s Tushar Shridharani, Practicing Company Secretary has been submitted to the Stock Exchanges within the prescribed timelines.

INFORMATION ON AUDITORS OBSERVATIONS

1) Statutory Auditors:

The report of the Statutory Auditors on Standalone and Consolidated Financial Statements forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

2) Secretarial Auditor:

The secretarial auditors have stated in the Secretarial Audit Report and Annual Secretarial Compliance Report that the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Secretarial Standards etc. to the extent applicable, subject to the following observation,

The Managements reply:

It was a procedural un-intentional delay on the part of the Company. The Company will remain more meticulous in future.

STATUTORY AUDITORS

The Statutory Auditors M/s. M L Bhuwania and Co LLP, Chartered Accountants (Firm Registration No. 101484W/W100197), was reappointed as Statutory Auditors of the Company for second consecutive term of 5 (five) years from the conclusion of 34^th Annual General Meeting till conclusion of 39^th Annual General Meeting at remuneration to be decided by the Board.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and other applicable provisions of law.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

As per provisions of sub section (1) of Section 148 of the Companies Act 2013, the Company is not required to maintain cost records.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

CORPORATE GOVERNANCE

Pursuant to the SEBI Listing Regulations, Report on Corporate Governance for the year under review, is presented in a separate section. A certificate from M/s. M L Bhuwania and Co LLP, Chartered Accountants, Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, is annexed to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Managements Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is part of this annual report.

COMPOSITION OF THE COMMITTEES OF THE BOARD

There are currently five Committees of the Board, as under:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee;

• Risk Management Committee.

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the Notes to Financial Statements, which forms part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered by the Company with related parties during FY 2022-23 were in the ordinary course of business and on an arms length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Companys policy on related party transactions.

Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions have been provided under financial statements.

The Company has formulated a Policy on Related Party Transactions which is also available on Companys website at https://www.datamatics.com/hubfs/Investors/Corporate- Governance/Related-Partv-Transaction-Policv-Final.pdf The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

POLICIES

The SEBI Listing Regulation mandated the formulation of certain policies for all Listed Companies. In compliance with the above requirement, all our policies are available on our website (https://www.datamatics.com/about-us/investor- relations/corporate-governance). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct, Key policies that have been adopted by the Company are as follows:

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee is responsible for implementing and maintaining the internal control and periodically reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

The Company has adopted accounting policies which are in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the Act) and other relevant provisions of the Act.

RISK MANAGEMENT POLICY

Risk Management is embedded in Datamatics operating framework. The Company has a duly approved Risk Management Policy, which lays down broad guidelines for the appropriate authority to identify, assess, categorize and prioritize risks in a timely manner and formulate plans for mitigation of such risks.

Pursuant to SEBI (Listing Obligation and Disclosure Requirements) (Second Amendment) Regulations, 2021, the Risk Management Committee was reconstituted to frame, implement and monitor the risk management policy for the Company. The composition of the Committee is in conformity with the Listing Regulations, with majority members being Directors of the Company. The Committee shall be responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions shall be systematically addressed through mitigating actions on a continuing basis.

The details of composition of the Risk Management Committee and its terms of reference, is provided in the section titled Report on Corporate Governance, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company during the financial year 2022-23 are annexed as "Annexure - D" to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy), Rules, 2014.

SCHEME OF AMALGAMATION

The proposed Amalgamation will result in the promoters of the Company directly holding shares in Delta, which will lead not only to simplification of the shareholding structure and reduction of shareholding tiers but also demonstrate the promoter groups direct commitment to and engagement with the Company. There would be no change in the paid-up share capital and the financial position of the Company post Amalgamation.

As mentioned in the last Annual Report of your Company, the Scheme is subject to receipt of the approval of the requisite majority of the public shareholders and creditors (if applicable) of the Companies, the Stock Exchanges, the Securities and Exchange Board of India, National Company Law Tribunals, Mumbai and other regulatory authorities, as may be applicable.

The Company had received in principle approval from both the stock exchanges conveying their no objection to the Scheme and subsequently the parties to the Scheme inter alia filed a Company Scheme Application with before National Company Law Tribunal (NCLT) seeking direction for convening the meeting of the shareholders for approval of the scheme of Amalgamation. The NCLT vide its Order dated June 22, 2023 directed to hold a meeting of Equity Shareholders of the Company on August 08, 2023.

Thereafter, a meeting of Equity Shareholders was held on August 08, 2023, wherein the Scheme of Amalgamation was approved by requisite majority of shareholders in accordance with the provisions of the Section 230 and 232 of the Companies Act, 2013 and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, as amended from time to time.

Post receipt of the said shareholders approval, the parties to the Scheme filed a Company Scheme Petition before the Honble NCLT Mumbai Bench seeking sanction of the Scheme. The NCLT order on the same is awaited.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the website of the Company at https:/ /www.datamatics.com/ about-us/investor- relations/financials.

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

Details relating to conversation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are mentioned hereunder:

A. CONSERVATION OF ENERGY:

i) Our Company being in IT & ITeS industry, our operations are not energy intensive. Adequate measures have been taken to conserve energy.

ii) The Company has not taken any steps for utilising alternate sources of energy.

There was no additional capital investment on energy consumption equipments and proposals if any, being implemented for reduction of consumption of energy as the nature of the Companys operations entails a very low level of energy consumption.

B. TECHNOLOGY ABSORPTION:

i) Every effort is made by the Company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to service the Companys clients.

ii) The Company has not imported any technology during the year under review.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended March 31, 2023 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure - E" which forms part of this Annual Report.

ACKNOWLEDGEMENTS

The Directors wish to express their appreciation for the continued support of bankers, financial institutions, customers, and various Government agencies. The Directors also wish to thank all the employees for their contribution, support and continued cooperation throughout the year.

Annexture - A

Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

(I) Ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the financial year 2022-23:

(II) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial officer and Company Secretary in the financial year 2022-23:

(III) The percentage increase in the median remuneration of employees in the financial year: 10.65%

(IV) The number of permanent employees on the rolls of Company: 6789

(V) The explanation on the relationship between average increase in remuneration and Company performance:

(VI) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;

(VII) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

(VIII) Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

(IX) 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 point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 11%

Increase in the managerial remuneration for the year was 21%

(X) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

(XI) The key parameters for any variable component of remuneration availed by the Directors:

The key parameters for the variable component of remuneration to the Directors are approved by the Board as per suggestions of the Nomination and Remuneration Committee.

b) Commission to Non - Executive Directors: The

(XII) There are no employees who receive remuneration in excess of the highest paid Director of the Company.

(XIII) Affirmation that the remuneration is as per the remuneration policy of the Company:

Pursuant to Rule 5 (1) (xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.