EClerx Services Ltd Directors Report.

Dear Members,

Your Directors are pleased to present their Eighteenth Annual Report along with the audited annual accounts for the financial year ended March 31,2018.

1. FINANCIAL HIGHLIGHTS

Key aspects of Financial Performance/ Operating Performance of the Company for the year ended March 31,2018 are tabulated below, inter-alia, pursuant to the Companies (Accounts) Rules, 2014.

The consolidated performance of the Company and its subsidiaries has also been set out herein, wherever required:-

Standalone

Consolidated

Particulars 2017-18 2016-17 2017-18 2016-17
Income from operations 11,440.21 11,620.22 13,650.62 13,300.33
Other income 438.27 284.79 402.31 282.00
Total Revenue 11,878.48 11,905.01 14,052.93 13,582.33
Operating expenses 8,180.72 7,406.62 9,987.48 8,705.79
Earnings before interest, tax, depreciation and amortization (EBITDA) 3,697.76 4,498.39 4,065.45 4,876.54
EBITDA% 31.13% 37.79% 28.93% 35.90%
Finance costs - - 0.40 0.25
Depreciation, goodwill & amortization expenses 295.99 364.07 482.42 517.96
Earnings before exceptional items & tax 3,401.77 4,134.32 3,582.63 4,358.33
Exceptional items 212.59 (80.41) 212.59 -
Net profit before tax (PBT) 3,614.36 4,053.91 3,795.22 4,358.33
Taxes 833.17 742.43 895.80 819.03
Profit for the year before minority interest 2,781.19 3,311.48 2,899.42 3,539.30
Minority interest - - (0.42) (0.97)
Profit for the year attributable to shareholders 2,781.19 3,311.48 2,899.84 3,540.27
NPM% 23.41% 27.82% 20.63% 26.07%

2. OPERATIONAL AND FINANCIAL STATE OF AFFAIRS OF THE COMPANY

The information on operational and financial performance, etc., is provided under the Management Discussion and Analysis Report, which is annexed to the Directors Report and has been prepared, inter-alia, in compliance with the terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Apart from the information contained in Notes to the Financial Statements, no material changes and commitments have occurred after the closure of the FY 2017-18 till the date of this Report, which would affect the financial position of your Company.

3. DIVIDEND

Based on the overall Companys performance, your Directors are pleased to recommend a dividend of 1/- (10%) per share. The total quantum of dividend payout if approved by the Members will be about 46.49 million including about 7.86 million which will be paid by the Company towards dividend tax and surcharge on the same.

The Company had paid a dividend of 1/- per share (10%) in the previous year. The Company intends to maintain historical payout ratio and is exploring efficient methods to achieve the same. The historical data of dividend distribute by the Company is as follows:

Dividend FY 2016-17 FY 2015-16 FY 2014-15 FY 2013-14 FY 2012-13 FY 2011-12 FY 2010-11
1 Dividend (Final) 1.00 1.00 35.00 35.00 25.00 17.50 22.50
2 Total Dividend for the year 1.00 1.00 35.00 35.00 25.00 17.50 22.50
3 Dividend as % EPS (Basic) 1.4% 1.2% 46% 41% 43% 32% 53%
4 Dividend as % Profit After Tax 1.4% 1.2% 46% 41% 44% 32% 53%
5 Tax Amount ( million) 8.12 8.36 222.28 179.50 126.93 82.50 105.32

The register of members and share transfer books will remain closed from Thursday, August 23, 2018, to Wednesday, August 29, 2018 (both days inclusive) for the purpose of ascertaining entitlement for the said dividend. The Eighteenth Annual General Meeting of the Company is scheduled to be held on Wednesday, August 29, 2018.

4. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, your Company has formulated a dividend distribution policy with regards to distribution of dividend to its shareholders and / or retaining or ploughback of its profits. The Policy also sets out the circumstances and different factors for consideration by the Board at the time of taking such decisions of distribution or of retention of profits, in the interest of providing transparency to the shareholders.

The aforesaid policy has also been posted on the Companys website on https://eclerx.com/wp-content/uploads/2018/06/ Dividend Distribution Policy.pdf

5. GENERAL RESERVE

The Company has not transferred any amount to the General Reserve for the financial year ended March 31,2018.

6. BUY BACK OF EQUITY SHARES

During the year under review, the Company bought back 1,290,000 fully paid-up equity shares of face value of 10 each, constituting up to 3.24% of the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2017. The Buyback was undertaken on a proportionate basis, from the fully paid-up Equity Shareholder(s) / beneficial owner(s) of the Equity Shares of the Company as on February 05, 2018, by way of a Tender Offer for cash at a price of 2,000 (Rupees Two Thousand only) per Equity Share for an aggregate amount up to 2,580 million excluding transaction cost(s), pursuant to shareholders approval dated January 23, 2018.

The Buyback size was about 24.99% of the aggregate paid- up equity capital and free reserves of the Company as per the standalone financial statements of the Company for the financial year ended March 31, 2018. Demat Equity Shares accepted under the Buyback were transferred to the Companys demat account and the unaccepted demat Equity Shares were returned to respective Seller Members / custodians by the Indian Clearing Corporation Limited / BSE. There were no Physical Shares tendered in the Buyback. The shares accepted under the Buy Back were extinguished and total issued and paid up capital was thus reduced to 38,629,082 equity shares of 10/- each.

7. PUBLIC DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013.

8. SUBSIDIARIES / ASSOCIATE COMPANIES

MCA vide its notification dated September 20, 2017 issued the Companies (Restriction on number of layers) Rules, 2017, whereby a holding company can create upto 2 layers of subsidiaries only. There is no compulsion to reduce the layers of subsidiaries as of now but Form CRL -1 has to be filed within 150 days elaborating the above structure. No further addition in layers of subsidiary is allowed except under aforesaid overseas acquisition route. The Company is in compliance with the maximum numbers of investment layers allowed.

In this regard, Company has filled necessary E-forms with Registrar of Companies within due date.

The Company has following subsidiaries/associates as on March 31, 2018:

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

There has been no material change in the nature of business of subsidiaries and associate Company, during the year under review.

Pursuant to Section 136 of the Companies Act, 2013, the Financial Statements including Consolidated Financial Statements, along with relevant documents have been posted on the Companys website www.eClerx.com. The same are also open for inspection at the Registered Office of the Company on all working days (Monday to Friday) between 11.00 a.m. to 6.00 p.m. up to the date of AGM and at the venue of AGM during AGM.

A statement containing salient features of performance and financial position of each of the subsidiaries included in the financial statements is attached as Annexure-I to this report in Form AOC-1.

10. CLIENT BASE

The client segmentation, based on the last 12 months accrued revenue for the current and previous years, on a consolidated basis is as follows:

Clients FY 2017-18 FY 2016-17 FY 2015-16 FY 2014-15 FY 2013-14
US$ 0.5-1 million 17 14 16 7 6
US$ 1-5 million 17 18 17 7 6
More than US$ 5 million 6 6 7 7 6

11. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

As per explanation to Section 134 of the Companies Act, 2013, the Internal Financial Controls (IFC) are reviewed by your management and key areas are subject to various statutory, internal and operational audits based on periodic risk assessment. The findings of the audits are discussed with the management and key findings are presented before the Audit Committee and Board of Directors for review of actionable items. The review of the IFC, Inter-alia, consists of the three components of internal controls, viz., Entity level controls, Key financial reporting controls and Internal controls in operational areas.

12. CHANGES IN SHARE CAPITAL

Particulars No. of shares Amount in Rupees.
Issued, subscribed and Paid-up Capital as on April 1,2017 39,784,171 397,841,710
Add: Number of shares allotted during the year FY 2017-18 on account of ESOP Allotment 134,911 1,349,110
Less: Shares bought back via "Tender Offer" Route during the year FY 2017-18 1,290,000 12,900,000
Issued, subscribed and Paid-up Capital as on March 31, 2018 38,629,082 386,290,820

13. STATUTORY AUDITORS

M/s. S. R. Batliboi & Associates LLR Chartered Accountants, Mumbai, [ICAI Registration No. 101049W / E300004] the Statutory Auditors of the Company, were appointed by the Shareholders at their meeting held on July 10, 2014 for a period of 5 years i.e. upto conclusion of Nineteenth Annual General Meeting. Pursuant to the Companies Amendment Act, 2017, their appointment is not subject to annual ratification at the AGM with effect from May 7, 2018. Accordingly, the notice does not contain proposal for ratification of their appointment.

The Auditors Report does not contain any qualification, reservation or adverse remark.

14. SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, and Rules thereunder, a Secretarial Audit Report for the FY 2017-18 in Form MR-3 given by M/s Mehta & Mehta, Company Secretaries, is attached as Annexure-III with this report. The Secretarial Auditors Report does not contain any qualification, reservation or adverse mark.

15. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in the prescribed form MGT-9 forms part of this report, as provided under Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 is given in the Annexure-II forming part of this report.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

17. DIRECTORS

In accordance with the Articles of Association of the Company, Anjan Malik, [DIN: 01698542] retires from office by rotation, and being eligible, offers himself for re-appointment at the forthcoming Annual General Meeting of the Company.

The brief resume of Anjan Malik as required, interalia, in terms of Regulation 36 of the Listing Regulations and the required proposal for reappointment of the above Director at the forthcoming Annual General Meeting is included in the Notice convening this Annual General Meeting. Anjan Malik is not a Key Managerial Personnel pursuant to the provisions of Companies Act, 2013.

During the year, Mr. V. K. Mundhra resigned from the Board on November 01, 2017 and Mr. Vikram Limaye resigned from the Board on June 10, 2017.

During the year, Mr. Gaurav Tongia has resigned from the designation of Company Secretary & Compliance officer effective from November 17, 2017 and his place, Mr. Rratik Bhanushali has been appointed as Company Secretary & Compliance officer effective from on January 30, 2018.

18. DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received Certificate of Independence from all Independent Directors, inter- alia, pursuant to Section 149 of the Companies Act, 2013, 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 Companys Code of Conduct.

19. BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS EVALUATION

The Companies Act 2013, rules there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provide that the Annual Report of the Company shall disclose the following:

• Manner in which formal performance evaluation of the Board, its Committees, and Individual Directors including independent directors has been carried out; and

• Evaluation criteria.

To this effect, the Board of Directors had appointed an external expert on Board evaluation, for facilitating and carrying out the said evaluation who carried out the review, analysis, evaluation and submitted its report. This exercise, inter-alia, aimed at evaluation of the Board at a collective level and evaluation of individual board members, including peer review and self-assessment. The individual reports were submitted to respective directors whereas the Board level report was placed before the Nomination and

Remuneration Committee as well as the Board of Directors, for review, requisite noting and action items.

The said review was carried out, based on pre-defined comprehensive checklist(s) covering evaluation criteria(s), inter- alia, modelled on the following factors:

• Accountability towards shareholders;

• Critical review of business strategy;

• Conducive environment for candid communication and rigorous decision making;

• Boards focus on wealth maximization for shareholders;

• Boards 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 peer review checklist encouraged the Directors to share their feedback, suggestions and opinions frankly which were then collated and submitted to each of the directors for noting, information and requisite future action, as deemed fit.

On the same lines, review of committees of Board of Directors was also conducted based on pre-defined comprehensive checklist(s) covering evaluation criteria(s), inter-alia, modelled on the following factors:

• Contribution, control and counseling 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 was also evaluated on the key aspects of his role.

In separate meetings of Independent Director which was held on December 22, 2017, and May 23, 2018, performance, inter- alia, of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director and non- executive directors. The same was discussed in the subsequent Nomination and Remuneration Committee Meeting and Board Meeting that followed the meeting of Independent Directors.

I t is intended to continue with this practice going forward and explore to enhance the scope of this exercise, if and as deemed fit.

20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of Familiarisation programme held during the year is available on the website of the Company. The introductory familiarization program is undertaken as and when there is a new induction on the Board of the Company, which, inter-alia, covers the following:

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

b) Brief introduction about the business and nature of industry of the Company in which it operates;

c) Roles, rights and responsibilities of directors including independent Director(s);

d) Extant Committees of Board of Directors;

e) 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;

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

g) Remuneration payable to Directors pursuant to Shareholders approval to that effect;

h) 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 imparted to independent directors have been posted on the website of the Company on https://eclerx. com/wp-content/uploads/2018/07/DetailsofFamiliarisationProgr ammes-Independent Directors.pdf

Support is provided for independent directors, if they choose 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. The standard letter of appointment of Non - Executive Independent Directors of the Company containing the requisite details has been posted on the website on https://eclerx.com/wp-content/ uploads/2018/06/Standard AppointmentLetter-IDs.pdf

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 and other applicable rules and regulations, the Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for the FY 2017-18, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. 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, 2018 and of the profit or loss of the Company for the year ended on that date;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. 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;

f. 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.

22. BOARD MEETINGS

During the FY 2017-18, 6 (Six) Board Meetings were held as follows:

May 30, 2017 August 11, 2017 November 1,2017
December 22, 2017 January 30, 2018 March 13, 2018

The number of committees and particulars of attendance of the Directors at the board and committee meetings are detailed 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 Companies Act, 2013 and the Listing Regulations.

23. AUDIT COMMITTEE

Composition of Audit Committee:

Name Designation
Biren Gabhawala Chairman
Pradeep Kapoor Member
Anish Ghoshal Member
Deepa Kapoor Member
PD Mundhra Member

There were no such instances wherein the recommendations of the Audit Committee were rejected by the Board of Directors.

24. REPORTING OF FRAUD BY THE STATUTORY AUDITORS

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 13 of Companies (Audit and Auditors) Rules, 2014, as amended from time to time, if an auditor of a company, in the course of performance of his duties as Statutory Auditor, has reason to believe that an offence of fraud involving individually an amount below rupees one crore, is being or has been committed against the company by its officers or employees, the auditor shall report the matter to the Audit Committee of the Company.

There were no such instances of fraud reported by the Statutory Auditor during the FY 2017-18.

25. NOMINATION AND REMUNERATION POLICY

In terms of provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company had been formulated by the Nomination and Remuneration Committee of the Company and was approved by the Board of Directors vide its resolution dated July 31, 2014. The 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 has also been posted on the Companys website on https://eclerx.com/wp-content/ uploads/2018/06/NominationRemunerationPolicy.pdf

26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Company has in place 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, the Companys 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 and (ii) an investigative process of reported acts of wrong doing and retaliation from employees, inter-alia, on a confidential and anonymous basis.

The aforesaid policy has also been posted on the Companys website on https://eclerx.com/wp-content/uploads/2018/06/ WhistleBlowerPolicy.pdf

27. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

Particulars Amount (Rupees in million)
Loan Please refer Notes to Standalone Financial Statement - Note No. 8
Guarantee N.A.
Investment Please refer Notes to Standalone Financial Statement - Note No. 5.1

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

The particulars of the transactions pursuant to the provisions of inter-alia, Section 188 and the Companies (Meetings of Board and its Powers) Rules, 2014 are as under. All the transaction(s) are in the ordinary course of business and at arms length basis. Further details are also set out in the Notes to Standalone Financial Statements.

Pursuant to Related Party disclosure requirements under Part A of Schedule V of Listing Regulations, there are no loans and advances outstanding for the year ended March 31, 2018, from subsidiaries, associate companies or firms / companies in which directors are interested.

29. BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of the Annual Report.

30. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required, inter-alia, under Section 134 of the Companies Act, 2013, is given in the Annexure IV forming part of this report.

31. ENTERPRISE WIDE RISK MANAGEMENT SYSTEM AND RISK MANAGEMENT POLICY

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

1. Alignment of risk appetite and strategy of the organisation by evaluating strategic alternatives, setting related objectives, and developing mechanisms to manage related risks.

2. Enhancement in risk response decisions by identifying and selecting among alternative risk responses - risk avoidance, reduction, sharing, and acceptance.

3. Reduction/elimination of operational surprises and losses by identifying potential events and establishing responses and reducing associated costs or losses.

4. Identification and management of multiple risks by facilitating effective response to the interrelated impacts and integrated responses to such risks.

5. Improvement in deployment of capital by providing robust risk information to the Management so as to effectively assess overall capital needs and prudently manage capital allocation.

The framework is periodically reviewed by senior management to ensure that the risks are identified, managed and mitigated. The same is also periodically reported to the 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.

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

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 Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.

During FY 2017-18, total 9 cases of Sexual harassment were reported, all cases have been satisfactorily addressed within the defined timelines. Out of 9 cases, 2 cases were unsubstantiated, in 1 case the respondent was found to be guilty and appropriate action was taken and 6 cases were resolved through conciliation. There were no pending cases as on March 31,2018.

33. CORPORATE SOCIAL RESPONSIBILITY Brief outline on the CSR Policy

The Company continues to earmark a corpus every year for CSR activities. The eClerx Cares team under the guidance of CSR Committee is responsible for championing all philanthropy and CSR initiatives of the Company. The mission of eClerx Cares is committed to being participants of progress by supporting initiatives in education and child welfare to help measurably improve the lives of underprivileged children.

Our partner NGOs are selected for their projects on child rights and education which is one cause, that resonates broadly within the Company. At eClerx, we believe that money is only ever a small part of the solution and our ethos involve the entire organization heartily contributing to making a difference either through donating clothes and other material for people in distress, volunteering their time in training, running marathons for a cause, or engaging with children from schools we sponsor through our corporate funding.

In todays times, the role of CORPORATE SOCIAL RESPONSIBILITY (CSR) is becoming extremely important as forward-thinking, socially conscious companies embed initiatives in their business practices that add value and benefit society, build healthy communities, enhance cultures while at the same time work towards environmental wellbeing. CSR is now being looked at as a concept different from pure philanthropy and more in tune with strategic intervention that ultimately benefits industry itself and as a strategic intervention of giving back to the society.

The eClerx Cares Committee under the guidance of Board of Directors is responsible for championing all CSR initiatives of the Company. While the eClerx Cares Committee approves and monitors the project funding with different NGOs, the eClerx Cares Council at each location champions our employee engagement initiatives. Over the years there has been a huge increase in the lives touched due to the tireless efforts of the eClerx Cares team.

Employee Engagement

Employees were encouraged to participate enthusiastically in the engagement activities laid out across the year. Given below is a list of employee engagement activities undertaken in this year:

• Payroll Giving - existing tie up with Nanhi Kali and CRY Till date, more than 5000 employees contributed a part of their salaries towards payroll giving. eClerx matches contribution made by each employee.

• A 200 strong contingent of eClerx employees participated in the Standard Chartered Mumbai Marathon pledging their support to the cause of education for the poor and downtrodden. While 120 participated in the 6 km Dream Run category, 80 employees participated in the professional categories of 10 km and 21 km Half Marathon.

• 120 employees from our Pune office participated in the Heritage Walk organized by our partner NGO - SAMPARC, to promote the cultural heritage of Maharashtra and to promote the work done by SAMPARC in the Lonavala region.

• Annual Learn-and-Fun Day event for the students of schools sponsored through our corporate funding visit eClerx offices for a day.

• Joy of Giving - activity where employees donate gifts requested by children of a supported NGO.

• Our employees supported government school students of Std Xth from our partner NGOs to fill up their online college admission forms.

• Performances by kids from Seva Sadan and LAHI at Mumbai, SAMPARC and Snehalaya at Pune, and Shanti Niketan and Jyoti Sarup Kanya Asra at Chandigarh for our Annual Day celebrations - Fiesta.

• Some of our employees from Mumbai and Pune participated in a wall painting activity to promote the need to Stop Modern Day Slavery.

• Old and reusable material were contributed by our employees to Goonj, which undertakes disaster relief, humanitarian aid, and community development in parts of 22 states across India.

• With the help of volunteers from Pune helped to stamp and barcode books which were used in libraries set up by Akshar Bharati in several schools across Maharashtra.

• eClerx had sponsored a computer lab at JSKAS, which was completely built and managed by the volunteers. A team of dedicated employees from Chandigarh takes turns to conduct basic computer training for 50+ children from Jyoti Sarup Kanya Asra Society.

Other Details:

a. Corporate Social Responsibility Policy:

The Company has in place Corporate Social Responsibility Policy.

b. Web-link of the CSR Policy and projects or programs:

CSR Policy of the company is available on https://eclerx.com/ wp-content/uploads/2018/06/CSRPolicy.pdf

c. Composition of CSR Committee:

Name Designation
Deepa Kapoor Chairperson
Anish Ghoshal Member
Biren Gabhawala Member
PD Mundhra Member

d. Average Profit Before Tax for last 3 Financial Years

Financial Year Average Net Profit (in Million)
2014-15 2,700.34
2015-16 3,911.02
2016-17 4,053.91
Total Profit 10,665.27
Average Profit 3,555.09

e. Prescribed CSR Expenditure (2% of the average profit as in item (d) above): 71.11 million

f. Details of CSR spent during the financial year

a. Amount spent during the Financial year: 71.11 million

b. Amount unspent if any: Nil

c. Manner in which the amount spent during the financial year is detailed below:

CSR Projects or activities identified Sector in which the project is covered Projects or Programs 1. Local area or other 2. Specify the State and district where projects or program was undertaken Amount outlay (budget) projects or program wise (Rupees in Million) Amount spent on the projects or programs Sub heads: 1. Direct expenditure on projects or programs 2. Overhead (Rupees in Million) Cumulative Expenditure upto March 31,2018 (Rupees in Million) Direct or Implementing Agency*
1 Sanskriti Samvardhan Mandal Child Education Other - Maharashtra 4.72 4.72 4.72 Through Implementing Agency
2 Parivaar - Amar Bharat Vidyapeeth Child Education Other - West Bengal 4.76 4.76 4.76 Through Implementing Agency
3 SAMPARC Child Education Other - Maharashtra 11.29 11.29 11.29 Through Implementing Agency
4 LAHI (Lend a Hand India) Child Education Local Area - Mumbai, Pune 14.58 14.58 14.58 Through Implementing Agency
5 Snehalaya Child Education Other - Maharashtra 5.96 5.96 5.96 Through Implementing Agency
6 Jyoti Sarup Kanya Aasra Child Education Local Area - Chandigarh 5.68 5.68 5.68 Through Implementing Agency
7 Kaveri Vanitha Sevashrama Child Education Other - Bangalore 1.71 1.71 1.71 Through Implementing Agency
8 NASSCOM Foundation Child Education Local Area - Mumbai, Pune and Chandigarh 4.75 4.75 4.75 Through Implementing Agency
9 Magic Bus Child Education Local Area - Mumbai 3.93 3.93 3.93 Through Implementing Agency
10 Seva Sadan Child Education Local Area - Mumbai 1.50 1.50 1.50 Through Implementing Agency
11 K C Mahindra Trust A/c Nanhi Kali Child Education Local Area - Mumbai 1.40 0.43 0.43 Through Implementing Agency
12 CRY Child Education Local Area - Mumbai 1.00 1.00 Through Implementing Agency
13 Magic Bus (TMM) Child Education Local Area - Mumbai 2.01 2.01 2.01 Through Implementing Agency
14 LAHI (Lend a Hand India) (TMM) Child Education Local Area - Mumbai, Pune 1.34 1.34 1.34 Through Implementing Agency
15 United Way (TMM) Child Education (Admin Exp) Local Area - Mumbai 0.65 0.65 0.65 Through Implementing Agency
16 CSR Lead Child Education (Admin Exp) Other 1.00 1.00 1.00 Direct
17 Internal engagement events, and other Admin Expenses Child Education (Admin Exp) Other 0.50 0.78 0.78 Direct
18 Research study on Modern Slavery Child Education Local Area - Mumbai 0.70 0.74 0.74 Through Implementing Agency
19 Employee Driven Programs Child Education Local Area - Mumbai, Pune and Chandigarh 2.00 2.08 2.08 Through Implementing Agency
20 Capacity building for CSR Staff and NGO Partners Child Education (Admin Exp) Local Area - Mumbai 0.44 0.47 0.47 Through Implementing Agency
21 SAMPARC (Heritage Walk) Child Education (Admin Exp) Local Area - Pune 0.12 0.12 0.12 Through Implementing Agency
22 Impact Assessment of four Programs Child Education Local Area - Mumbai 1.00 1.11 1.11 Through Implementing Agency
23 Bal Asha Trust Child Education Local Area - Mumbai 0.50 0.50 0.50 Through Implementing Agency
24 Contingency Amount Child Education Other 0.57 - - Direct
Total 71.11 71.11 71.11

"Details of implementing Agency(ies):

eClerx Cares currently works with 11 NGOs for whom we have approved direct funding. Details of these NGOs and the projects are as below:

• SAMPARC: eClerx supports livelihood support for rural and tribal underprivileged children of interior villages of Maharashtra, school and hostel facilities for tribal and orphan students, sports training and vocational training support to rural school drop outs, and higher education support for senior girls of SAMPARC.

• Sanskriti Samwardhan Mandal (SSM): Strengthening Resources for Emerging Excellence (SREE) - project to Quality Education. Project Sunrise - A project to carve rural athletes. Vocational Training Center - with an objective to empower unemployed rural youths with vocational skills making them self-reliant. Primary School upgrade - renovation and expansion of 50 year old school.

• Magic Bus: eClerx funds the Child Education Program by Magic Bus for children living in shanties in the Mumbai and Pune.

The objective of this program is work on the all-round holistic development of children from underprivileged communities using sports as a medium by motivating and mentoring them to develop positive attitudes and behaviours in 3 life values (Education, Health and Gender), understand the importance of play and ensuring the development socio-emotional skills. The Work Readiness program aims to help adolescents transit from their education to a sustainable livelihood by providing Career Guidance, Life-skills, Basic Spoken English and Computer Literacy skilling.

• Lend-A-Hand-India (LAHI): eClerx funds to provide job and life skills training to young boys and girls as part of secondary school curriculum under Project Swadheen in high schools all over Maharashtra. (Swadheen in Hindi means self-dependent). It provides students with hands-on experience in skills such as electrical wiring, welding, agriculture, animal husbandry, energy, environment, and home and health science. On the basis of the success demonstrated in 50 schools supported by eClerx, the program is now launched in 500 schools across Maharashtra with the Central and State Governments.

• Amar Bharat Vidyapeeth (Parivaar): eClerx funds education expenses of students of the Parivaar school at Kolkata.

• Snehalaya: Project focusing on girl child and education in Ahmednagar. eClerx funds the education expenses of children in Snehalayas Shelter Home - kids removed from red light areas of Ahmednagar.

• Kaveri Vanitha Sevashrama (KVS) Bangalore: eClerx support to cover education expenses of orphan children.

• Jyoti Sarup Kanya Aasra Society (JSKAS), Chandigarh: Girls home aiming to help the destitute, and abandoned girls. Currently there are girls ranging from two year infants to twenty three year olds. eClerx has funded the development of a computer / communication lab with 25 computers.

• Seva Sadan - Seva Sadan runs schools for underprivileged children and a shelter home for destitute women and girls. eClerx partnered with Seva Sadan for setting up of science labs and computer center in the schools.

• NASSCOM Foundation - eClerx partnered with NASSCOM Foundation to provide new age skills of digital analytics and nonvoice CRM to over 600 students from tier 2 and 3 colleges from Mumbai, Pune and Chandigarh.

We hereby declare that implementation and monitoring of the CSR Policy are in compliance with CSR Policy and in compliance with CSR objectives and Policy of the Company.

Deepa Kapoor
Mumbai PD Mundhra Chairperson
May 23, 2018 Executive Director CSR Committee