eClerx Services Ltd Management Discussions

I. INDUSTRY OVERVIEW

The global technology services industry remained resilient during FY26 despite continued macroeconomic uncertainty, evolving geopolitical developments and a cautious enterprise spending environment. While organizations remained selective in discretionary technology investments, strategic spending continued to be directed towards initiatives that improve operational efficiency, enhance customer experience, and accelerate business transformation. AI, cloud modernization, data engineering, cybersecurity, and intelligent automation emerged as the principal drivers of enterprise technology investments, with organizations increasingly transitioning from pilot projects to enterprise-wide implementation of AI- enabled solutions.

According to Gartner, worldwide IT spending continued to expand during the year, supported by sustained investments in software, cloud infrastructure, and AI-enabled technologies. IDC projects global spending on AI technologies to continue growing at a robust double-digit rate over the medium term, reflecting the increasing integration of AI into enterprise workflows, customer engagement, and business operations. McKinsey Global Institute estimates that Gen AI could contribute several trillion dollars in annual economic value globally through productivity enhancement and business transformation, reinforcing AIs role as a strategic priority for enterprises across industries.

Against this global backdrop, Indias technology industry continued to strengthen its position as a trusted partner for digital transformation. According to NASSCOMs Strategic Review 2026, the Indian tech industry reached approximately USD 315 billion in revenues during FY26, representing annual growth of ~6.1%. Export revenues remained the principal contributor to industry growth, underpinned by sustained demand from global enterprises seeking technology-enabled transformation, operational resilience, and innovation.

The sector also remained a significant contributor to employment, adding ~135,000 net new jobs during FY26 and expanding its workforce to ~6 million professionals. Continued investments in upskilling and reskilling in areas such as AI, cloud computing, cybersecurity, data science, and digital engineering have further strengthened Indias position as one of the worlds largest tech talent hubs.

Indias GCC ecosystem continued its rapid evolution during the year. Increasingly, MNCs are expanding the role of their Indian GCCs beyond traditional shared services to encompass product engineering, AI development, advanced analytics, customer experience, digital ops, and enterprise transformation. This shift reflects growing confidence in Indias innovation capabilities and creates opportunities for technology service providers that combine domain expertise with advanced digital capabilities.

AI has emerged as one of the most significant structural drivers of growth across the technology services industry. According to Deloittes State of AI in the Enterprise 2026, Indian organizations are among the global leaders in enterprise AI adoption, with approximately 40% reporting significant or large-scale deployment of AI solutions across business functions. Enterprises are increasingly integrating AI into customer service, software development, business process management, supply chain operations, risk management and decision support, resulting in measurable improvements in productivity, operational efficiency, and customer experience.

These trends are particularly relevant for companies operating at the intersection of technology, data, and business operations. Enterprises are increasingly seeking partners that can combine digital technologies with deep domain expertise to deliver measurable business outcomes. Demand continues to grow for services spanning data management and analytics, AI-enabled business operations, digital customer experience, intelligent automation, financial markets operations, and outcome-based managed services. Organizations are also accelerating the adoption of platform-based delivery models and automation-led operating frameworks to improve scalability, resilience and cost efficiency.

Looking ahead, the long-term outlook for the technology services industry remains favourable. While macroeconomic conditions may continue to influence the timing of discretionary technology spending, structural demand drivers - including AI adoption, digital transformation, cloud migration, data modernization, cybersecurity, and operational optimisation - are expected to support sustained growth. Indias established technology ecosystem, deep talent pool, expanding GCC landscape and proven delivery capabilities position the country to remain a preferred global technology partner. Companies that combine technology expertise with domain knowledge, data-driven insights and operational excellence are expected to be well placed to capture the next phase of enterprise transformation.

II. BUSINESS PERFORMANCE

Driving Growth Through "One eClerx"

FY26 marked a transformative year for eClerx, defined by the strategic alignment of our operational and commercial strategy. Through the unification of our client-facing, pre-sales, and solutioning teams under the "One eClerx" vision, we systematically positioned the firm to capture Large Strategic Deals and drive market expansion into adjacent domains of strength. We further reinforced our technology leadership with the launch of Roboworx CogniFlows, our Enterprise AI orchestration platform — featuring a pre-built agentic workbench and seamless integrations with all leading frontier models. We also established foundational partnerships with top hyperscalers and AI platforms, including Databricks and Adobe, strengthening our end-to-end AI capabilities and ecosystem reach. Underpinned by sustained investment in talent and an expanding network of advisor relationships, our market positioning strengthened across leading industry analyst reports, reflecting the growing recognition of our service offerings — with eClerx earning Leader and Star Performer recognitions across two key service offerings, and Major Contender status in three others. Our digital presence saw significant growth during the year, with Linked In followers increasing by over 50%, alongside the launch of our new website, www.eclerx.com, bringing all our products, services, and solutions under a single, unified online presence.

Banking, Financial Services and Insurance

BFSI delivered another year of solid delivery and continued growth, supported by strong gross sales, broad-based revenue expansion, and disciplined execution across our global delivery teams. Growth was well diversified across the client portfolio, including meaningful expansion outside our largest client relationships, while the addition of several new and significant clients further strengthened our market position and reduced concentration risk. We continued to expand our global delivery footprint, with a new team in Lima, Peru and further growth in our onshore teams in Singapore and London. Our Fayetteville Center of Excellence for Financial Crime and Compliance also continued to scale, adding new clients and broadening both client and functional diversification. In parallel, we advanced our technology-led transformation agenda, including the successful deployment of production AI-enabled processes within major banking clients, creating meaningful productivity benefits and strong client recognition. We also continued to build AI-native functionality into our Financial Crime and Compliance product suite, with live client deployment and growing market traction across financial and non-financial institutions. These results reflect the strength of our client relationships, our ability to execute consistently across markets, and our continued focus on building differentiated capabilities for the future.

High-Tech, Manufacturing and Distribution, Fashion & Luxury, Retail and Consumer Goods

The Vertical reported strong business performance during the year, driven by new client growth, strategic wins, and continued expansion across key service lines. We continued to strengthen our Market Intelligence capabilities, leveraging our partner ecosystem and sharpening our market positioning across Manufacturing and Distribution, and Retail and Consumer Goods, to unlock new growth opportunities. We also made strong progress in expanding our digital footprint, including increased cross-sell opportunities within our Cable, Media and Telecom client base, alongside growth in average deal sizes across engagements. The High Technology sector demonstrated stronger demand, fuelled by the growing need for GenAI-related services and overall sector buoyancy — creating new growth opportunities for eClerx in AI-related solutions that combine our deep domain expertise in high tech with agentic-enabled services. The Fashion and Luxury sector stabilized this year following a difficult 2025; despite muted sector growth, we saw strong interest in our new Paris and Milan studio offerings and AI-enabled creative services, as clients increasingly look to drive efficiency and scale. Across our digital operations, we maintained strong delivery excellence and continued to receive positive client feedback — a reflection of our ability to deliver scalable, high-quality solutions and build long-term client partnerships.

Cable, Media and Telecommunications

For the second consecutive year, eClerx was recognized as Partner of the Year by one of the worlds largest telecommunications providers, further reinforcing our position as a trusted strategic partner. In addition to this prestigious recognition, we received multiple partner awards, including Voice Partner of the Year, Chat Partner of the Year, Account Management Most Valuable Partner, and Technical Solutions Experience Most Valuable Partner. These awards recognize excellence across customer operations, technical support, digital engagement, account management, and service delivery. Collectively, they reflect our ability to consistently deliver operational excellence, innovation, customercentric execution, and measurable business outcomes at scale. Achieving this level of recognition for a second consecutive year demonstrates the strength of our long-standing partnership, our commitment to continuous improvement, and our ability to evolve alongside one of the worlds leading communications providers as they continue to transform the customer experience.

Our advanced analytics and insights capabilities were recognized by a leading global mobility and technology platform through an industry insights award. This recognition highlights eClerxs ability to transform operational and customer data into actionable intelligence that drives better business decisions, improves customer experiences, and enhances operational performance.

To support increasing client demand and strengthen business resilience, eClerx continued to expand its delivery capabilities in Manila, Cairo and Lima. This strategic investment enhances our ability to deliver scalable, multilingual, and digitally enabled customer operations while providing greater flexibility across time zones, service lines, and global support models.

A significant milestone was achieved in Cairo, where, within the first year of operations, the team successfully elevated its launch and delivery capabilities to become the top-performing site in the region for one of our global clients. This achievement reflects the teams ability to rapidly scale operations while maintaining exceptional service quality, operational discipline, and customer outcomes.

Building on our technical operations expertise, eClerx successfully launched advanced Network Operations Center (NOC) services for one of the worlds largest global infrastructure companies. The engagement demonstrates our ability to support highly complex, mission-critical network environments through proactive monitoring, incident management, fault detection, performance optimization, and operational governance.

Artificial Intelligence is becoming foundational to how eClerx delivers CX services, embedded across every stage of the customer lifecycle to enhance customer experience, improve operational efficiency, and deliver measurable business outcomes. Rather than existing as a standalone capability, AI is integrated into our delivery model to automate repetitive activities, augment employee performance, accelerate decision-making, and generate real-time operational intelligence.

Emerging

Our Emerging Business vertical delivered the strongest growth this year, driven by the diverse digital services we provide to clients in this space.

Finance and Accounting was a standout performer, achieving exceptional growth anchored by a marquee client win — one of the largest deals in our history. Since a large share of these services is delivered out of our Manila centre, this growth has translated directly into expansion there; during the year, we took up an additional floor in Manila to support this trajectory.

Technology absorption and Research and Development Centre

Technology was central to our business transformation in FY26, shifting from a services-led model to one focused on technology and IP. We moved from generative AI, with productivity copilots, to agentic AI—digital workers that handle multi-step workflows. eClerx anticipated this transition, making these technologies a core market differentiator.

Our engineering and AI teams delivered a record number of production agents and enhanced our four-layer data foundation (Data Management, Visualization, Analytics, AI/ML) for unified enterprise data. We received external validation through analyst recognition from Forrester, Gartner; certifications including ISO 42001:2023 for MI Systems Management and 8 peer-reviewed publications in journals including IEEE. We expanded agentic AI into regulated industries requiring strict governance, through our thought leadership.

Infrastructure

During the year, we made significant investments to strengthen our infrastructure and expand our strategic footprint, scaling operations both through the growth of existing hubs and entry into new geographic markets. On the domestic front, we added over 1,500 seats across key facilities in Mumbai, Pune, Chandigarh, and Mohali to support regional growth. Internationally, we expanded our Manila operations by approximately 700 seats, reinforcing this as a core delivery hub. We also entered new markets by successfully establishing delivery centers in Cairo and Peru, adding over 550 seats between them, both of which are already demonstrating consistent operational growth.

We remain committed to continuously strengthening our perimeter and internal security infrastructure, ensuring it scales in step with our growing workforce under the hybrid delivery model. As of March 2026, our delivery footprint spans approximately 17,300 seats across facilities in India, the USA, the Philippines, Egypt, and Peru — a testament to the robustness and scalability of our security architecture across geographies.

We continue to invest in next-generation technologies while optimizing the use of our existing toolset to further strengthen our security posture. Key initiatives include the rollout of Identity and Access Management (IAM) for mid- and senior-management employees, enabling round-the-clock monitoring of account activity, alongside continued enhancement of our Privileged Access Management (PAM), Security Information and Event Management (SIEM), and Email Security solutions — ensuring rapid detection, containment, and remediation of potential threats.

Today, the Company operates a Secure Anywhere Anytime (SAA) model — a framework fully aligned with our MSA (Master Service Agreement) commitments to clients — that empowers employees with the flexibility to seamlessly transition between Work from Office and Work from Home, without compromising on security or service continuity.

Harnessing Talent

Our people remain our greatest strength, and fostering an environment where they can learn, connect, and thrive continues to be fundamental to our success. During FY 2025-26, we continued to enhance the employee experience by investing in learning, wellbeing, collaboration, and meaningful career development opportunities.

Learning continued to be a cornerstone of our people strategy. Over 10,000 employees completed a certification in GenAI through a firm-wide upskilling program delivered in partnership with the Technical University of Munich, strengthening capabilities in emerging technologies and digital transformation. We also advanced our analytics capabilities through a dedicated Databricks learning initiative, with 300 employees earning industry- recognized certifications. In addition, we introduced a refreshed manager and leadership development framework to build stronger people leadership and prepare our leaders for the future.

We continued to cultivate an engaging and inclusive workplace through regular leadership interactions, employee forums, digital engagement platforms, and continuous feedback initiatives that encouraged collaboration and reinforced our culture.

Employee wellbeing remained a key priority. We expanded initiatives supporting both physical and mental wellness, including on-site health camps, 24x7 medical assistance, and counselling services, all of which saw strong employee participation. We also enhanced our medical and term life insurance benefits, providing greater healthcare coverage and financial security for employees and their families during unforeseen circumstances.

Our Communities initiatives brought together more than 11,000 employees across locations through sports, fitness, arts and culture, womens initiatives, CSR, and ESG programmes. These shared experiences continued to foster collaboration, inclusion, and a strong sense of belonging, further strengthening our culture.

III. OUTLOOK

Banking, Financial Services and Insurance

We enter the new year with cautious optimism, supported by a strong client base, a healthy pipeline, and a clear strategic focus on helping clients navigate an increasingly complex operating environment. AI has become a central topic across our client conversations, as organizations evaluate how best to apply new technologies to improve productivity, strengthen controls, and accelerate transformation. Our deep domain expertise, process expertise, trusted client relationships, and embedded technical capabilities position us well to partner with clients on this journey. We are reorienting key areas of the business around data and AI, with targeted investments in client-facing field teams, leadership, India-based technology and AI capabilities, product development, and employee enablement. Financial Crime and Compliance remains a key area of strategic focus, with continued investment in solutioning, product capabilities, and AI-enabled functionality driving strong interest and a growing pipeline. In Trade Lifecycle, we are actively applying AI-driven ideas from our existing book of work to improve productivity, enhance controls, and create new opportunities with both existing clients and new logos. While the pace of decision-making in the market may be affected as clients refine their own AI roadmaps, we believe disciplined execution, focused investment, and practical AI solutions tied to real client problems will allow us to deepen relationships, grow our book of business, and strengthen our competitive position in the year ahead.

High-Tech, Manufacturing and Distribution, Fashion & Luxury, Retail and Consumer Goods

We enter the new financial year with strong revenue momentum, supported by a robust pipeline of strategic opportunities and growing market traction for our technology and analytics-led solutions. Our focus will remain on identifying and expanding strategic accounts, while leveraging our broader portfolio of capabilities to drive cross-sell opportunities across existing client relationships. We will continue to accelerate new client acquisition in Marketing Intelligence and Data Operations, expand our Digital Marketing offerings across industry verticals, and further enhance our Finance and Accounting capabilities to address evolving client needs across segments.

Our integrated technology and analytics model, combined with AI-enabled capabilities embedded across our solutions, continues to resonate strongly with clients and strengthens our differentiated market position. As demand for intelligent automation, data-driven insights, and scalable digital operations continues to grow, we are well positioned to capitalize on emerging opportunities. With a strong pipeline of large strategic deals, deep domain expertise, and continued investments in innovation, we remain confident in our ability to deliver sustained growth and long-term value for our clients and stakeholders.

Cable, Media and Telecommunications

Client growth and diversification remain central to our strategy. We will continue expanding into new industries and geographic markets while increasing our share of wallet within existing accounts through cross-selling and integrated solution offerings. By combining customer operations, analytics, AI, and technology services, eClerx is uniquely positioned to solve increasingly complex business challenges and deliver measurable outcomes across the customer lifecycle.

Following the successful launch of our Network Operations Center (NOC) capabilities, we will continue investing in technology-led operational services, including infrastructure support and adjacent technical operations. These capabilities broaden our portfolio beyond traditional customer operations and enable us to support clients with end-to-end operational transformation across both customer-facing and back-office environments.

Artificial Intelligence will remain a key strategic growth driver throughout Customer Operations. Building on the successful deployment of AI across our service portfolio, we will continue embedding intelligent automation, predictive analytics, conversational AI, and real-time decision support into every stage of service delivery. This AI-first approach will enable clients to improve operational efficiency, reduce cost- to-serve, enhance employee productivity, and deliver increasingly personalised customer experiences.

As part of this strategy, we expect continued momentum for QA360, our AI-powered Quality Intelligence platform. Leveraging Generative AI, speech and text analytics, automated evaluations, and predictive insights, QA360 is transforming quality management from traditional interaction sampling to continuous, intelligence-driven performance optimisation. With multiple new client deployments planned, QA360 will play an increasingly important role in helping organisations improve compliance, coaching effectiveness, customer satisfaction, and operational performance while significantly reducing manual effort.

Looking ahead, we also expect continued investment in our global delivery network, further strengthening strategic delivery locations such as Manila, Cairo, and Lima to support increasing client demand, enhance operational resilience, and provide access to specialised talent across multiple markets.

Emerging

Looking ahead, we remain optimistic about the outlook for our Emerging Business vertical. The pipeline continues to be robust, reflecting sustained client demand for our digital services, especially FAO services, across this space. We expect the momentum built this year to carry forward into FY27, and remain confident in this verticals ability to continue contributing meaningfully to our overall growth.

IV. OPPORTUNITIES, THREATS, RISK AND CONCERNS

Risk management is central to how the Company operates. This document sets out the key risks and uncertainties that could adversely affect the Companys operations, financial performance, managerial effectiveness, and long-term sustainability. To address this, the Company maintains a robust Risk Management system for identifying, assessing, measuring, and mitigating risks across the business. This system is governed by the Risk Management Policy and overseen by the Risk Management Committee. While the discussion below focuses on potential adverse outcomes, several of these same factors could also translate into opportunities should outcomes turn out favorably.

Macro-economic risk	Our business is influenced by macroeconomic conditions in the geographies where we operate and where our clients are based. Adverse macroeconomic developments — whether global or region-specific — can affect client spending, deal pipelines, and overall demand for our services, impacting revenue growth and profitability. A slowdown or recession in key markets (particularly the US, UK, and Europe, which account for 93% of the Companys revenue) can lead clients to reduce discretionary spending, delay decision-making, renegotiate contracts, or cut back on outsourcing budgets, directly affecting revenue growth.
Concentration risk	During FY 2025-26, 61% of the Companys revenue came from its top ten clients. Despite reducing reliance on the top ten clients over the years, concentration risk remains significant. Loss of, or a material reduction in business from, any one of these clients could have a disproportionate adverse impact on revenue, profitability, and cash flows compared to a more diversified client base.
Concentration risk	Large clients often possess greater bargaining power, which can result in pricing concessions, extended payment terms, or demands for additional scope at no incremental cost, compressing margins over time. Deterioration in a major clients business, delayed payments, or insolvency could result in significant bad debt exposure or working-capital strain. A change in control, merger, or strategic shift at a top client (e.g., insourcing, consolidation with a competitors vendor, or a shift in the clients own business strategy) can lead to abrupt loss of business, largely outside our control.
Currency risk	The Company earned 87% of its revenue in US Dollars, 9% in Euros, and 4% in Sterling and other currencies. Exchange rate fluctuations can negatively impact financial performance. Though the Company uses strategies like hedging to manage currency risk, investors should consider these risks when evaluating the Companys outlook.
Competition risk	The industry in which we operate is highly competitive and continues to evolve rapidly, driven by changing client expectations, new entrants, technology disruption, and pricing pressure. Our ability to retain and grow market share depends on staying competitive on service quality, pricing, innovation, and talent. Low barriers to entry in certain segments allow new entrants — including well-funded technology-first players — to disrupt traditional service models, particularly in areas susceptible to automation or platform-based delivery.
Integration risks	The Companys past or future acquisitions may pose financial, technological, operational, and people integration risks. Challenges in integrating acquired businesses, personnel, technology platforms, internal control environments and organizational cultures may divert management attention, disrupt ongoing business, increase integration and litigation costs or may expose the Company to cyber and information security risks. The inability to retain key employees and customers, maintain service continuity, or manage higher unforeseen liabilities could adversely impact the anticipated benefits of acquisitions.
Key People risk	Our business is critically dependent on the quality, expertise, and commitment of our workforce. The inability to attract, develop, retain, and motivate key talent could adversely affect the Companys ability to deliver high-quality services, meet client expectations, and support its long-term growth objectives.
Technological risk	Rapid advances in automation, AI, and digital tools are reshaping client expectations and service delivery models. Competitors that adopt new technologies faster, or clients that adopt in-house automation, could reduce demand for traditional service offerings, eroding our competitive positioning if we do not keep pace with innovation. To mitigate this risk, we continue to invest in automation, AI/ML capabilities, and proprietary tools to enhance service differentiation and operational efficiency.
Business disruption due to IT system failure risk	Our operations and service delivery depend heavily on the availability, stability, and performance of IT systems, applications, networks, and infrastructure. Any significant failure of these systems — arising from technical, infrastructural, or human-error causes— could disrupt business operations, affect service delivery to clients, and impact financial performance and reputation. Failure of critical hardware components — servers, storage systems, network equipment, or data center infrastructure — can cause unplanned downtime. Disruption to network connectivity, whether at our facilities, client sites, or through telecom/ISP providers, can prevent access to critical systems and interrupt service delivery, particularly for operations reliant on real-time connectivity.
Business disruption due to pandemic	Public health emergencies — including pandemics, epidemics, or widespread disease outbreaks — can significantly disrupt business operations, workforce availability, and client demand. Given the scale of our workforce and reliance on physical delivery centers in certain functions, a pandemic-related event could materially affect our ability to deliver services and sustain business continuity. Widespread illness, mandatory quarantines, or government-imposed movement restrictions can significantly reduce workforce availability, directly impacting service delivery capacity, productivity, and the ability to meet client commitments. Employee health and safety obligations may also require operational adjustments that affect efficiency.
Business disruption due to pandemic	Government-mandated lockdowns, travel bans, or restrictions on physical operations (e.g., limits on facility occupancy) can disrupt on-site delivery models, particularly for functions requiring physical presence, secure facility access, or specialized on-premises infrastructure.
Legal and regulatory risk	Failure to comply with legal or regulatory requirements could impact Companys reputation and financial position. Legislation in certain countries in which we operate may restrict clients in those countries from outsourcing work to overseas entities like us, which could hamper our growth prospects in major markets. Any major export or tax incentive, if withdrawn or materially altered, may have an adverse implication for our financials. Insurers are increasingly excluding coverage for certain emerging risks, potentially exposing the Company to the costs of related claims or lawsuits. Further, evolving regulatory requirements relating to artificial intelligence (AI), cybersecurity, sanctions, employment, and data protection may increase compliance obligations, operational complexity, and associated costs.
Personal data and Privacy Risk	There is increased sensitivity on the part of governments and regulators with respect to personal data and privacy. Legislation such as the GDPR in Europe, the UK GDPR, U.S. state privacy laws, Indias Digital Personal Data Protection Act and other applicable privacy and AI governance laws carry significant consequences for non-compliance or breach. Failure to comply with current and/or emerging regulatory requirements, inadequacy of privacy policies and procedures, could result in substantial liabilities, penalties, and reputational harm.
Risks from remote and hybrid working models	Remote and hybrid working models introduce a distinct set of operational, security, and people-related risks that differ from a traditional, fully on-site delivery model. Given that client engagements often involve sensitive data and confidentiality obligations, remote work introduces data security and confidentiality challenges outside controlled office environments, infrastructure/connectivity limitations at employee homes, and potential productivity or engagement impacts, particularly where regulatory or client requirements restrict remote access to sensitive systems or data.
Business disruption due to Cyber Security Incident / Cyber Attack	Our business relies extensively on information technology systems, networks, and data to deliver services and operate efficiently. A cyber security incident, whether originating internally or externally, could disrupt operations, compromise sensitive data, and damage stakeholder trust. Given the nature of services delivered, we handle significant volumes of confidential and sensitive client data. A breach — through hacking, phishing, malware, or insider threat — could result in unauthorized access, data theft, or exposure, potentially breaching client confidentiality agreements and data protection regulations, leading to legal liability, regulatory penalties, and loss of client trust. Cyber-attacks such as ransomware, denial-of- service (DoS) attacks, or system intrusions can disable critical IT infrastructure, disrupting service delivery, halting client operations dependent on our platforms, and causing significant downtime — directly impacting SLAs (service level agreements) and contractual commitments. Reliance on third-party vendors and cloud service providers introduces exposure to vulnerabilities outside our direct control. A cyber incident at a critical vendor could cascade into disruption of our own service delivery or compromise shared data. Cyber threats are constantly evolving in sophistication — including AI-enabled attacks, zero-day exploits, and social engineering — making it increasingly difficult to anticipate and defend against all attack vectors, despite robust controls.
Climate change risk	Extreme weather events — floods, cyclones, heatwaves, or wildfires — in geographies where our delivery centers, offices, or data centers are located could disrupt operations, damage infrastructure, and affect employee safety and commute, leading to service delivery interruptions. Longer-term shifts such as rising average temperatures, changing precipitation patterns, water scarcity, or sea-level rise in coastal locations could gradually increase operating costs (e.g., cooling costs, facility resilience investments) or affect the viability of certain locations over time.

V. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established a robust internal control system that is tailored to the specific needs and scale of its business operations. This system is carefully designed to ensure the accuracy and reliability of financial and operational records, enabling the preparation of accurate financial statements and ensuring proper asset accountability. The Company has a strong and independent internal audit and internal financial control audit function, which carries out regular internal audits to test the design, operating effectiveness and adequacy of its internal control processes, and to suggest improvements and upgrades to the management. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of the recommendations.

VI. CONSOLIDATED FINANCIAL PERFORMANCE

The financial statements of the Company are prepared in compliance with the Companies Act, 2013 and Indian Accounting Standards (‘Ind AS). The Groups consolidated financial statements have been prepared in accordance with the principles and procedures for the preparation and presentation of consolidated accounts as set out in Ind AS 110 on ‘Consolidated Financial Statements. There is no deviation from accounting standards while preparing the financial statements.

The following discussion and analysis should be read together with the consolidated Ind AS financial statements of the Company for the financial year ended March 31, 2026.

i. RESULTS OF OPERATIONS

The following table gives an overview of consolidated financial results of the Company:

Particulars	2025-26	%	2024-25	%
Revenue from Operations	41,170.26	97.60	33,658.65	97.49
Other Income (net)	1,011.84	2.40	865.27	2.51
Total Revenue	42,182.10	100.00	34,523.92	100.00
Employee benefits expense	25,245.27	59.85	20,657.84	59.84
Cost of technical sub-contractors	927.87	2.20	814.03	2.36
Other expenses	4,482.71	10.63	4,105.91	11.89
Total Operating Expenses	30,655.85	72.68	25,577.78	74.09
EBITDA	11,526.25	27.32	8,946.14	25.91
Finance Costs	421.36	1.00	348.90	1.01
Depreciation and amortisation expense	1,753.65	4.16	1,411.93	4.09
Profit before exceptional item and tax	9,351.24	22.17	7,185.31	20.81
Exceptional item	0.00	0	0.00	0
Profit before tax	9,351.24	22.17	7,185.31	20.81
Taxes	2,286.55	5.42	1,772.72	5.13
Minority Interest	2.58	0.01	1.67	0.00
Net Profit attributable to shareholders	7,062.11	16.74	5,410.92	15.67

a. Income

Income from operations

Income from operations increased to Rs. 41,170.26 million in the year under review from Rs. 33,658.65 million in the previous year registering a growth of 22.32%.

Other income

Other income primarily comprises foreign exchange gains, interest on bank deposits and income from debt-oriented mutual funds. The total other income increased to Rs. 1,011.84 million in the year under review from Rs. 865.27 million in the previous year.

There was a foreign exchange gain of Rs. 323.84 million due to exchange rate movement on foreign currency denominated assets and liabilities in the year under review compared to a gain of Rs. 77.23 million in the previous year. The gain has been accounted for in other income.

Income from investments totaling Rs. 472.12 million was earned in the year under review compared to Rs. 553.12 million in the previous year. The decline is primarily due to lower investments and bank deposits on account of the buyback of shares during the year.

b. Expenditure

Operating expenses comprise employee costs, cost of technical subcontractors and other general and administrative expenses. The total operating expenses increased to Rs. 30,655.85 million in the year under review from Rs. 25,577.78 million in the previous year.

Employee costs increased to Rs. 25,245.27 million in the year under review from Rs. 20,657.84 million in the previous year, primarily due to an increase in headcount, annual salary increments and higher sales-linked incentives.

Other expenses increased to Rs. 4,482.71 million in the year under review from Rs. 4,105.91 million in the previous year. The increase was primarily due to:

- Increase in computer consumables by Rs. 147.57 million,

- Increase in legal & professional fees by Rs. 128.12 million,

- Increase in travel expenses by Rs. 99.38 million,

- Increase in office expenses by Rs 58.21 million.

c. Depreciation

Depreciation charge increased to Rs. 1,753.65 million in the year under review from Rs. 1,411.93 million. Depreciation on right-of-use assets increased to Rs. 710.75 million from Rs. 518.57 million on account of the addition of new leased facilities in India and overseas locations. Depreciation on tangible and intangible assets increased to Rs. 1,042.90 million from Rs. 893.36 million in the previous year, primarily due to higher capital investment in computer equipment.

d. Finance cost

Finance cost, primarily on ROU assets, increased to Rs. 421.36 million in the year under review from Rs. 348.90 million in the previous year on account of the addition of new leased facilities in India and overseas locations.

e. Tax Expense

The Companys consolidated tax expense (including deferred taxes) increased to Rs. 2,286.55 million in the year under review from Rs. 1,772.72 million in the previous year.

ii. FINANCIAL CONDITION

a. Share Capital

The Company has authorised capital of Rs. 1,000.00 million as at March 31, 2026. The issued, subscribed and paid-up capital was Rs. 920.30 million (92.03 million equity shares of Rs. 10 each) in the year under review as compared to Rs. 469.60 million (46.9 million equity shares of Rs. 10 each) in the previous year. The increase in paid- up capital was primarily due to the bonus issue of 46.10 million equity shares during the year, net of the buyback of 0.63 million equity shares and sale/purchase of shares by eClerx Employee Welfare Trust, which is eliminated from the share capital of the Company.

b. Other Equity

The reserves and surplus of the Company increased to Rs. 24,693.68 million in the year under review from Rs. 22,588.02 million in the previous year. Increase in other equity is primarily on account of:

- Addition of total comprehensive income attributable to shareholders of Rs. 7,397.46 million in the year under review.

- Reduction in retained earnings on account of buyback of Rs. 3,000 million and buyback expenses amounting to Rs. 30.78 million.

- Reduction in retained earnings on account of issue of bonus shares Rs. 470.25 million.

- Reduction in retained earnings on account of payment of dividend Rs. 46.96 million.

- Increase in hedging reserve loss of Rs. 1,130.91 million on account of negative movement in cash-flow hedges.

- Increase in foreign currency translation reserve from translation gains on assets of overseas subsidiaries by Rs. 1,463.16 million.

- Increase in Treasury shares bought by eClerx Employee Welfare Trust of Rs. 1,940.9 million leading to reduction in Other equity.

c. Right of Use Lease liabilities

Non-current ROU lease liabilities were Rs. 3,244.25 million as at March 31, 2026, compared with Rs. 3,080.62 million as at March 31, 2025. Current ROU lease liabilities were Rs. 605.27 million as at March 31, 2026, compared with Rs. 500.65 million as at March 31, 2025.

d. Derivative instruments

The Company covers foreign exchange fluctuation risk through hedging instruments as per board approved policy. Derivative instrument fair valuation is accounted through Other Comprehensive Income. As at March 31, 2026 derivative instrument fair valuation asset and liability was Nil and Rs. 1,565.79 million respectively as compared to derivative asset and liability of Rs. 61.14 million and Rs. 115.67 million respectively as at March 31, 2025.

The increase in net liability as at March 31,2026 is due to significant movement in USD exchange rates.

e. Borrowings

The Company and its subsidiaries had no borrowings, other than lease liabilities, during the year under review.

f. Employee Benefit Obligations

Employee benefit obligations, which include gratuity, leave encashment, sales incentives and other employee benefits, increased to Rs. 3,402.02 million in the year under review from Rs. 2,674.89 million in the previous year, primarily due to an increase in headcount, higher sales incentives and additional employee retention bonus plans.

g. Trade Payables

Increase in trade payables to Rs. 1,000.08 million in the year under review from Rs. 785.74 million in the previous year primarily due to increase in expenses.

h. Other current financial liabilities

Other current financial liabilities include accrued salary expenses, unpaid dividend, payables for capital expenditure and other payables, which have increased to Rs. 361.73 million in the year under review from Rs. 198.44 million in the previous year primarily on account of increase in accrued salary expenses.

i. Fixed Assets

The net block of fixed assets, capital work- in-progress and other intangible assets as at March 31, 2026 was Rs. 2,735.05 million, compared with Rs. 2,409.31 million as at March 31, 2025. During the year under review, additions to gross block, net of disposals, were Rs. 844.49 million, comprising computer hardware and software, office equipment and additions to leasehold improvements.

Goodwill on consolidation on account of foreign subsidiaries was at Rs. 4,492.94 million as at March 31, 2026 as compared to Rs. 4,079.04 million as at March 31, 2025. The movement is on account of translation of foreign currency goodwill in subsidiaries to I NR.

j. Right of Use Assets

ROU assets as at March 31, 2026 were Rs. 3,360.66 million, compared with Rs. 3,252.73 million as at March 31, 2025.

k. Investment

Investments comprise non-current investments of Rs. 77.27 million and current investments of Rs. 3,001.24 million as at March 31, 2026, compared with non-current investments of Rs. 219.15 million and current investments of Rs. 2,871.04 million as at March 31, 2025.

Current investments represent surplus funds of the Company parked with mutual fund schemes that can be recalled at very short notice and investments in government securities.

The Companys treasury practices call for investing only in highly rated debt-oriented mutual funds. Investments in mutual funds decreased to Rs. 934.63 million during the year under review from Rs. 1,921.81 million in the previous year, while investments in government securities increased to Rs. 2,066.61 million during the year under review from Rs. 949.23 million in the previous year.

l. Trade Receivables

Billed trade receivables increased to Rs. 6,664.54 million as at March 31, 2026 from Rs. 4,954.21 million as at March 31,2025. These debts are considered good and realisable, and provision for doubtful debts has been made based on the expected credit loss model, taking into account various factors, including collectability of specific dues, economic conditions in the industry in which the customer operates and general economic factors that could affect the customers ability to settle. The Company monitors trade receivables closely. Unbilled trade receivables increased to Rs. 3,478.88 million as at March 31, 2026 from Rs. 2,944.63 million as at March 31, 2025.

m. Cash and Other Bank Balances

Cash and other bank balances mainly represent bank balances in current accounts and fixed deposits placed with banks. Cash and other bank balances marginally decreased to Rs. 7,379.94 million as at March 31, 2026 from Rs. 7,391.27 million as at March 31, 2025.

n. Other financial assets

Other financial assets include lease deposits for office premises, bank deposits with maturity exceeding twelve months, recoverable expenses and other deposits. Other financial assets increased to Rs. 3,086.43 million as at March 31, 2026 from Rs. 1,068.31 million as at March 31,2025, mainly on account of an increase in bank deposits.

o. Other current and non-current assets

Other current and non-current assets include capital advances and GST credits, duty benefit credits, prepaid expenses and other advances. Other current and non-current assets increased to Rs. 1,436.91 million as at March 31, 2026 from Rs. 1,309.11 million as at March 31, 2025.

p. Deferred Tax assets/liabilities

Deferred tax assets and liabilities represent timing differences in the financial and tax books arising from depreciation of property, plant and equipment, compensated absences, & gratuity and derivative financial instruments. The Company assesses the likelihood that the deferred tax will be adjusted from future taxable income before carrying it as an asset or liability. The Company has a net deferred tax asset of Rs. 1,102.84 million as at March 31, 2026 as compared to Rs. 659.40 million as at March 31, 2025.

q. Income Tax assets / liabilities

The Companys profits are subject to tax in the various jurisdictions where the Group conducts business operations. Non-current tax assets primarily represent payments of tax demands that have been contested and are under appeal, and refunds receivable.

Current tax liabilities primarily comprise tax provisions made at the end of the year for which payment is not yet due.

Income tax liability (net) increased to Rs. 133.94 million in the current year from Rs. 90.49 million in the previous year.

iii. CASH FLOWS

The Companys cash flows from operating, investing and financing activities, as reflected in the consolidated statement of cash flow, is summarised in the table below.

Summary of cash flow statement:

Particulars	2025-26	2024-25
Net cash generated by/ (used in)
Operating activities	8,734.66	6,546.17
Investing activities	(1,408.23)	1,305.04
Financing activities	(6,215.67)	(6,096.04)
Effect of Exchange fluctuation on Cash and Cash Equivalents	439.94	122.26
Net increase in cash and cash equivalents, including exchange fluctuation	1,550.70	1,877.43
Cash and cash equivalents at the beginning of the year	5,416.97	3,539.54
Cash and cash equivalents at the end of the year	6,967.67	5,416.97

Cash flow from operations improved due to increase in profit from operation in current year compared to previous year.

The Company had an increase in net purchase of investments and bank deposits in the current year as compared to previous year.

Cash used in financing activities in current year is higher primarily on account of purchase of treasury shares as compared to previous year.

iv. KEY FINANCIAL RATIOS (BASED ON CONSOLIDATED FINANCIALS)

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to give details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key sector-specific financial ratios.

Ratios	2025-26	2024-25	Change/ movement
Market capitalisation to revenues (INR)	3.10	3.91	-20.72%
Price / Earnings (times)	18.20	24.17	-24.70%
Days sales outstanding	82.45	79.14	4.18%
Liquid cash as a % of total assets	28.08%	32.62%	-4.54%
Current Ratio (times)	3.40	4.56	-25.29%
Revenue growth	22.32%	15.05%	7.27%
Operating Profit Margin	20.26%	18.78%	1.48%
Net Profit Margin	16.75%	15.68%	1.07%
Return on net worth	27.55%	23.45%	4.10%
Diluted EPS (INR)	74.42	56.04	32.80%

Revenue growth for the current year is higher than last year on account of an increase in the rate of addition of new customers and business. The current ratio declined by more than 25%, primarily due to an increase in current liabilities, including derivative liabilities and employee benefit obligations. Diluted EPS increased significantly due to an increase in net profit by 30.5% over the previous year and the buyback of shares during the year. Movements in the other ratios were not greater than 25% and remained relatively stable.

VII. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS

The talent landscape continues to evolve rapidly in the post-pandemic environment, requiring organizations to rethink traditional approaches to attracting and retaining talent. During FY26, eClerx strengthened its talent acquisition capabilities through innovative hiring strategies, enhanced use of automation and analytics, and a focused approach to identifying and securing high- quality talent across all business segments. We also redesigned the candidate journey by integrating talent branding, recruitment, and onboarding into a seamless, end-to- end experience that enhances engagement from the first interaction through successful integration into the organization.

Aligned with our strategic priorities, we further strengthened talent engagement initiatives to support a hybrid and globally distributed workforce. Leveraging digital platforms and targeted engagement programs, we fostered stronger connections, enhanced employee recognition, and improved communication across teams and geographies. Regular leadership connect sessions ensured alignment with business objectives while recognizing employee contributions. Employee forums, feedback surveys, and ongoing efforts to understand employee needs and well-being played an important role in preserving our culture, sustaining high levels of engagement, and enabling meaningful collaboration across the organization. These efforts were recognized externally, with eClerx India earning Great Place to Work? certification during the year, reaffirming our commitment to building an inclusive, engaging, and high-performance workplace.

Throughout FY26, we continued to strengthen our HR ecosystem by further integrating HR platforms with business processes. These enhancements improved the employee experience, increased operational efficiency, enabled real-time reporting, and strengthened our ability to make agile, data- driven people decisions.

In line with evolving labour code requirements, we revised employee compensation structures and redesigned our leave framework. The updated policy clearly differentiates leave categories, enabling more effective utilization while ensuring compliance with applicable regulatory requirements.

Employee well-being remained a key priority. Building on existing initiatives such as on-site health camps, 24x7 medical assistance, and counselling support services, we expanded the reach of our wellness programs significantly during the year. More than 6,000 employees participated in in-office health camps, representing a 2%-fold increase over the previous year. We also introduced a holistic well-being program for senior management and enhanced medical and term life insurance coverage, providing greater healthcare and financial security for employees and their families.

Our Communities initiatives achieved significant scale during the year, engaging more than 11,000 employees across locations. These initiatives brought colleagues together around shared interests and passions, fostering meaningful connections beyond the workplace. Covering areas such as sports, fitness, arts and culture, womens initiatives, corporate social responsibility (CSR), and environmental, social and governance (ESG) programs, these communities provided opportunities for employees to connect, learn, contribute, and support one another while strengthening a culture of collaboration and holistic development.

Our commitment to learning and development remained a strategic priority throughout FY26, with a continued focus on building future- ready capabilities across the organization. More than 10,000 employees successfully completed certification through a firm-wide upskilling programme delivered in partnership with the Technical University of Munich, strengthening critical skills in emerging technologies and digital transformation. We also made targeted investments in advanced analytics and data capabilities through a dedicated Databricks upskilling initiative, resulting in nearly 300 employees earning industry-recognized certifications and further enhancing our ability to deliver data-driven solutions for clients. During the year, we reimagined our manager and leadership development framework and launched a new suite of development programmes designed to strengthen people leadership, performance management, and strategic decision-making capabilities across all levels of management. These initiatives were aimed at equipping leaders to effectively navigate a dynamic business environment while fostering high-performing and engaged teams. Our efforts continued to receive industry recognition, with eClerx being honoured with 3 Brandon Hall Awards for Excellence in Learning and Development and 3 Asia-Pacific Stevie? Awards, underscoring the impact and effectiveness of our capability-building initiatives.

Cautionary Statement

Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations may be ‘forward-looking statements within the meaning of applicable Securities Laws and Regulations. Actual results could defer materially from those expressed or implied. Important factors that could influence the Companys operations include economic developments within the country, demand and supply conditions in the industry, changes in Government Regulations, Tax Laws and other factors such as litigation and labour relations. Readers are advised to exercise their own judgment in assessing risks associated with the Company, inter-alia, in view of discussion on risk factors herein and disclosures in Regulatory filings, as applicable.