Expleo Solutions Director Discussions


The Company is pleased to present its business and operations report for the year ended March 31, 2023.

1. Financial highlights for the year ended March 31, 2023:

(Rs. in Millions) (Rs. in Millions)
Consolidated Standalone
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Total Income 9,194.04 7,485.70 9,119.84 7,472.66
Cost of material consumed and other direct costs 73.19 81.14 73.19 81.14
Employee benefits expense 4,798.88 3,840.36 4,483.75 3,616.84
Depreciation and amortization expenses 278.84 187.64 272.71 187.54
General, administrative, and other expenses 2,159.51 2,263.37 2,532.25 2,522.82
Finance cost 22.56 12.12 22.56 12.12
Total expenses 7,332.98 6,384.63 7,384.46 6,420.46
Profit/(loss) before exceptional items Exceptional items 1,861.06 1,101.07 1,735.38 1,052.23
Profit before tax 1,861.06 1,101.07 1,735.38 1,052.23
Tax expense 522.18 424.29 502.78 416.21
Profit after tax 1,338.88 676.78 1,232.60 636.02
Other comprehensive income 17.66 (3.13) 15.73 (5.60)
Total comprehensive income 1,356.54 673.65 1,248.33 630.42
Earnings per equity share
(Per value of Rs. 10/- each)
Basic (Rs.) 86.27 43.61 79.42 40.98
Diluted (Rs.) 86.27 43.61 79.42 40.98

2. Business and Operations Review:

Total operating revenue was Rs. 9,032.95 Mn for the Financial Year 2022-23, which increased by 21.65% over the previous years Rs. 7,425.35 Mn. Total Comprehensive Income stood at Rs. 1,248.33 Mn (14% of Total Income) against the previous years Rs. 630.42 Mn (8% of Total Income). This signifies an improvement in absolute and percentage terms.

The Companys revenue from operations was more geographically diversified this year, with the share from India, the Middle East and Asia being 42% from 46% in the previous year. The Europe business contributed to 46% of the Companys revenue from operations (48% in the previous year), while the US contribution grew to 12% from 6% last year. The proportion of on-site to offshore revenue from operations stood at 20%-to-80% compared with 18%-to-82% in the previous year.

During the year under review, new client acquisition contributed 7% to the revenue from operations. The repeat business from existing clients is 93% of the revenue from operations compared to 93% in the previous year. For the financial year 2022-23, the revenue from Group clients was 30%, as compared to 29% in the previous

financial year. On the practice front, the Company saw 31% growth in Insurance, followed by Banking that grew by 29% and Card and Payment by -3%. As of March 31, 2023, the standalone entitys employee strength was 3,931 (consolidated entity 3,992) compared to 3,920 (consolidated entity 3,958) in the previous year. Women employee strength grew to 1,316 (32.97%) for the consolidated entity from 1,302 (32.90%) in the previous year and attrition stands at 18.20% from the previous years 28.27%.

3. Amalgamation / Merger of Expleo Group Companies in India:

The Members are informed that during last year, your Company had initiated the process of merger of Expleo India Infosystems Private Limited (EIIPL), Expleo Technologies India Private Limited (ETIPL), Expleo Engineering India Private Limited (EEIPL) and Silver Software Development Centre Private Limited (SSDCPL) with Expleo Solutions Limited (ESL) through a composite Scheme of Amalgamation pursuant to Sections 230 to 232 of the Companies Act, 2013. The Companies involved in merger had filed a petition before Honble National Company Law Board Tribunal (NCLT) in Chennai, Bengaluru, and Mumbai. The Honble National Company Law Tribunal (NCLT), Chennai Bench vide its order pronounced on February 15, 2023, Honble National Company Law Tribunal (NCLT), Mumbai Bench vide its order pronounced on February 17, 2023 and Honble National Company Law Tribunal (NCLT), Bengaluru Bench vide its order pronounced on February 28, 2023 has accorded approval of scheme of Amalgamation with effect from April 1, 2023, which shall be the Effective Date. The Appointed Date for the scheme shall be April 1, 2022.

Pursuant to the scheme and applicable provision of the Companies Act, 2013 and rules thereunder, your Company has filed the certified copies of the order of the respective NCLTs sanctioning the Scheme in Form INC-28 with the Registrar of Companies (ROC), Pune on March 17, 2023, Registrar of Companies (ROC), Bengaluru on March 31, 2023 and Registrar of Companies (ROC), Chennai on April 01, 2023, respectively.

Further, pursuant to the Scheme becoming effective, the authorised share capital of the Transferor Companies stands merged with the Transferee Company and accordingly, the authorised share capital of the Transferee Company in the capital clause of the Memorandum of Association of the Company stands increased from Rs. 12,00,00,000/- consisting of 1,20,00,000 equity shares of Rs. 10/- each to Rs. 32,70,00,000/- consisting of 3,27,00,000 equity shares of Rs. 10/- each.

4. Capital Expenditure:

During the financial year 2022-23, the Company added Rs. 591.96 Mn to its gross block with capital expenditure, which comprised Rs. 173.54 Mn on building and lease, Rs. 100.38 Mn on technology infrastructure, Rs. 24.04 Mn on physical infrastructure and the balance Rs. 294.00 Mn on intangible asset addition.

5. Liquidity:

The Company continues to maintain comfortable cash balances to meet its strategic objectives. The liquid assets stood at Rs. 1,298.25 Mn at the end of the year against Rs. 1,402.67 Mn in the previous year. The Companys cash balance decreased to Rs. 1,327.89 Mn from previous years Rs. 1,434.61 Mn.

6. Share Capital:

At the end of the current financial year, the Companys paid-up Equity Share Capital stood at Rs. 102.52 Mn, consisting of 1,02,52,485 fully paid-up equity shares of Rs. 10/- each. Pursuant to the approval of the Scheme of Amalgamation by the Honble National Company Law Tribunal (NCLT), Chennai Bench, the Board of Directors of the Company on May 9, 2023 approved the allotment of 52,67,254 equity shares of Rs. 10/- each to the Promoter, and thereby the total paid-up share capital stands increased to Rs. 15,51,97,390/- (1,55,19,739 equity shares of Rs. 10/- each).

7. Net worth:

As of March 31, 2023, the Companys net worth stood at Rs. 4,731.83 Mn against Rs. 3,483.49 Mn at the end of the previous financial year.

8. Dividend:

Your Board recommends a Final Dividend of Rs. 5/- (i.e., 50%) per equity share of Rs. 10/- each fully paid-up of your Company for the financial year ended March 31, 2023. The dividend, if approved at the ensuing 25th Annual General Meeting (‘AGM), will be paid to those members whose names appear in the Register of Members as on close of Friday, July 14, 2023. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Companys website at https://investors.expleo.com/wp-content/documents/corporate-governance/corporate-governance-policies/Dividend-Distribution-Policy.pdf

9. Transfer to Reserve

Your Company does not propose to carry any amount to reserves, during the financial year ending March 31, 2023.

10. Subsidiaries and Branches:

The Company operates internationally through four wholly owned subsidiaries: a) Expleo Solutions Pte. Ltd., Singapore b) Expleo Solutions UK Ltd., UK c) Expleo Solutions Inc., USA d) Expleo Solutions FZE, UAE

The Companys Board of directors reviewed the affairs of the wholly owned subsidiaries for the financial year 2022-23. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared its Consolidated Financial Statements, which form a part of this Annual Report. A separate section on the salient features, performance and financial position of each of the subsidiaries can be found in Annexure-I. It includes their contribution to the overall performance of the Company. During the period under report, as per Section 129(3) of the Companies Act, 2013, read with Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the Subsidiaries audited annual financial statements and related information, wherever applicable, will be made available to shareholders upon request and will also be available for inspection during regular business hours at the registered office of the Company. The audited annual financial statements shall also be available on the website of the Company. The Company has branch offices in Belgium, Israel, Malaysia and Philippines. The offices located in Pune and Bengaluru, India have become branches of Expleo Solutions Limited pursuant to the scheme of Amalgamation.

11. Annual Return:

The Annual Return in Form MGT-7 for the financial year ended March 31, 2023, as prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of Companies (Management and Administration) Rules, 2014, as amended, is disclosed on the website of the Company https://investors.expleo.com/financial in the AGM and Annual Report.

12. Number of Meetings of the Board:

The Board met seven times during the financial year ended March 31, 2023. The said meetings were held on May 18, 2022, June 17, 2022, July 14, 2022, August 11, 2022, November 10, 2022, January 11, 2023, and February 14, 2023. The Corporate Governance Report has details of these meetings. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

13. Corporate Governance and Management Discussion and Analysis Report:

A separate section on Corporate Governance, which is a part of the Boards Report, and the certificate from the Companys Auditors confirming compliance with Corporate Governance norms as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, are included in the Annual Report. The Company has taken adequate steps for strict compliance with Corporate Governance guidelines as amended from time to time. A separate Management Discussion and Analysis Report is also attached and forms part of this report.

14. Business Responsibility and Sustainability Report:

A separate section on Business Responsibility and Sustainability Report also forms a part of this report.

15. Declaration given by Independent Directors:

All the Independent Directors of the Company have given their declaration under Section 149(7) of the Companies Act, 2013, confirming that comply with the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, for being an Independent Director of the Company.

16. Policy on Directors appointment and remuneration:

The Company has a policy in place on Directors appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. There has been no change in this policy since the last financial year. The Corporate Governance Report covers the details disclosed on the Company website: https://investors.expleo.com/wp-content/documents/corporate-governance/corporate-governance-policies/Terms-of-Appointment-of-Independent-Directors.pdf

17. Particulars of loans, guarantees, or investments:

The Company has not given any loan to any person, given any guarantee, or provided security to any other body, corporate, or person in connection with a loan. It has not acquired through subscription, purchase, or otherwise the securities of any other body or corporate.

The Company has the following investments in its wholly owned subsidiaries as specified under Section 186 of the Companies Act, 2013:

Rs. in Millions
Particulars March 31, 2023 March 31, 2022
Unquoted equity instruments (in subsidiaries) 100,000 equity shares (Previous year - 100,000 equity shares) of SGD 1/- each in Expleo Solutions Pte. Ltd., 2.66 2.66
Singapore
3,000 equity shares (Previous year - 3,000 equity shares) of USD 0.01/- each in Expleo Solutions Inc., USA 4.62 4.62
350,000 equity shares (Previous year - 350,000 equity shares) of GBP 1/- each in Expleo Solutions UK Ltd., UK 24.17 24.17
600 equity shares (Previous year - 600 equity shares) of AED 1,000/- each in Expleo Solutions FZE., UAE 8.70 8.70

18. Particulars of contracts or arrangements with related parties:

During 2022-23, all the contracts and arrangements entered by the Company with related parties were on an arms-length basis and in the ordinary course of business. The total value of all the transactions with M/s. Expleo Group and its subsidiaries are above the threshold limit of 10% of the last audited consolidated turnover of the Company. These transactions have been classified as "Material Related Party Transactions" as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. However, the aforesaid transactions fall within limits approved by the shareholders in the Annual General Meeting held on August 11, 2022. There are no materially-significant related party transactions made by the Company with Directors, key management personnel, senior management personnel, or other designated persons, which may have a potential conflict with the Companys interests at large. All related party transactions are placed before the Audit Committee and the Board of Directors for their prior approval.

For foreseen and repetitive transactions with the wholly owned subsidiaries, a prior omnibus approval of the Audit Committee is obtained annually. The transactions entered pursuant to the omnibus approval so granted are tracked and verified. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval every quarter. The policy on Materiality of Related Party Transactions, as approved by the Board of Directors, is available on the Companys website : https:// investors.expleo.com/wp-content/documents/corporate-governance/corporate-governance-policies/Policy-on-Materiality-of-Related-Party-Transactions-1.pdf

None of the Directors have any pecuniary relationship(s) or transaction(s) vis- -vis the Company. The details of contracts or arrangements with related parties entered during the year are given in Annexure-II of the report.

19. Material changes and commitments, if any, affecting the financial position of the Company:

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

20. Transfer to Investor Education and Protection Fund ("IEPF"):

In accordance with the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. Further, according to the Rules, the shares on which a dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority. During the financial year 2022-23, an amount of Rs. 389,340/-, which was lying in the Final Dividend account pertaining to the year 2014-15, and an amount of Rs. 114,948/- lying in the Interim Dividend account pertaining to the year 2015-16 of the Company was transferred to the IEPF on completion of seven years. Pursuant to provisions of Rule (6) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, wherein the seven-year period provided under subsection (5) of Section 124 is completed for unpaid/unclaimed dividends during 2022-23, the Company had transferred 429 shares pertaining to Unpaid Final Dividend – 2014-15 and 683 shares pertaining to Unpaid Interim Dividend – 2015-16 to the credit of IEPF Authority, in respect of shareholders who have not claimed their dividend for a consecutive period of seven years. Members who have so far not encashed their dividend warrant(s) or those yet to claim their dividend amounts may write to the Company Secretary & Compliance Officer / Companys Registrar and Share Transfer Agent (Cameo Corporate Services Limited). The details of shareholders whose shares were transferred to the IEPF Authority are available on https://investors.expleo.com/corporate-governance/ - Transferred to IEPF.

21. Conservation of energy, research and development, technology absorption, foreign exchange earnings, and outgo: (A) Conservation of energy:

i. Steps that impact energy conservation: The Company has always actively promoted eco-friendly and green initiatives. It continues to reduce its carbon footprint, conserving energy, and using energy generated from alternative sources wherever possible. It continues to deploy adequate measures to conserve energy by using less power-consuming USFF-based computers and deploying LEDs for perimeter lighting in the MEPZ premise. The Company is also in the process of optimizing lighting equipment for an overall reduction of light bulbs used and conversion to LED bulbs. The adoption of VRF-based air conditioning and sensor-based lighting in all cabins and meeting rooms has significantly reduced electricity consumption and the Companys carbon footprint.

ii. Steps taken to utilize alternative energy sources: The Companys registered office is in a tech park where close to 80% of energy is sourced from the grid powered by wind turbines, promoting green energy.

iii. Capital investment on energy conservation equipment: Nil.

(B) Research & development and technology absorption: i. Safe use of ChatGPT – Expleo has developed a paper on ChatGPT to ensure the wider adoption of ChatGPT does not compromise the information security of Expleo and its valuable customers. The paper discusses about the inherent merits and demerits of such aggressive regenerative pre-trained models-based systems and ensures that the end users do not disclose confidential and personally identifiable information accidentally to ChatGPT as it now forms the major source of knowledge which was so far known as the World wide web.

ii. Smart Video Conferencing solution – Expleo has integrated a smart video conferencing system and demonstrated its capabilities as a PoC to a large Indian edutech provider. The solution was well received as it has the capabilities to recognize gestures using AI/ ML image processing algorithms.

iii. AR/VR – Expleo is collaborating with customers and partners in India in developing its AR/VR expertise with solutions like Unity3D, Unreal Engine. Expleo is now experimenting with the use of AR/VR technology in its smart video conferencing solution for an immersive end user experience.

iv. VRU Warning System for Android Auto – Expleo India continued its steadfast focus on its automotive business and has created a good PoC solution for android automotive infotainment system which warns the driver on the vulnerable road users (VRU) by capturing and analyzing image feeds from cloud sent by road infrastructure monitoring cameras. The system also has the capability to interact with ECU (Electronic Control Unit) through CANBUS. v. The procurement system continuously ensures cost-effective hardware purchases, more through local vendors, thereby reducing import dependency. Where required, the Company also imports servers, switches and other hardware products using foreign currency from its Exchange Earners Foreign Currency (EEFC) accounts. vi. There has been no import of technology during the last three financial years.

(C) Foreign exchange earnings and outgo:

Foreign exchange earned during the year in terms of actual inflows was Rs. 6,280.31 Mn (Previous year - Rs. 5,365.25 Mn) whereas foreign exchange outgo during the year in terms of actual outflows was Rs. 1,501.57 Mn (Previous year – Rs. 2,372.10 Mn).

The current years inflows and outflows are regarding the movement of funds into and outside India in foreign currency.

22. Risk management:

The Company is committed to effectively managing its operational, financial and other risks to achieve a balance between acceptable levels of risk and reward. The Company has formulated an Enterprise Risk Management Policy (ERM) in compliance with Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and provisions of the Companies Act, 2013("the Act"), which requires the Company to lay down procedures about risk assessment and risk minimization.

The scope of ERM Policy covers risks across all levels of the organization considering the internal and external context. The Enterprise Risk Management of the Company includes:

• Risk Management framework which comprises of: a) Identifying and assessing a broad array of internal and external risks that could adversely impact the achievement of organizational goals and objectives in a structured manner. b) Ensuring appropriate ownership and accountability of risks. c) Developing and implementing appropriate risk mitigation and monitoring plans by risk owners including systems and processes for internal control of identified risks and business continuity plans.

• Establishing a program structure that engages functional leaders across to identify and prioritize risks consistent with the Risk tolerances.

• Providing senior leadership / Board with key timely information to make risk-informed decisions.

• Providing reasonable assurance with respect to the organizations ability to achieve its strategic and business objectives.

The key categories of risks identified are:

Strategic: Any risk that impacts the companys strategy and makes it less/ineffective; could be technology changes, new competitor, changes in customer demand etc.

Financial: Risks relating specifically to the money flowing in and out of business, and the possibility of a sudden financial loss.

Operational: Risks that could facilitate or hinder the efficiency and effectiveness of core operations within the organization.

Compliance: Risks relating to non-adherence of any applicable legal requirements, statutory adherence, certification requirements, customer requirements etc.

ISMS – Risk relating to IT Security, Cyber Risks, Information security incidents, Data Protection & BCP.

Risk Management in the Company includes identification, assessing, monitoring, and mitigating various risks through a process that comprehensively evolved over the years.

The ERM of the Company comprises of a series of processes, structures and guidelines that assist in identifying, assessing, monitoring, and managing its business risk, including any material changes to its risk profile. To achieve this, the Company has clearly defined the responsibility and authority of Board of Directors, to oversee and manage the risk management program, while conferring responsibility and authority on senior management to develop and maintain the risk management program considering the day-to-day needs of the Company.

Regular communication and the review of risk management practice provides the Company with important checks and balances to ensure the efficacy of its risk management program. Risk Management Committees are established consisting of senior members of the Company for periodical monitoring and review of the various categories of risks. The Risk Assessment Process is monitored and controlled in several ways. This includes:

• Quarterly internal audits by an independent firm.

• Regular process compliance audits for ISO 9001 and ISO 27001 standards, including SOC audits.

• Periodic audits of compliance to other regulatory frameworks.

• Monitoring and tracking of compliance of applicable laws for the Company using Compliance tool, which is updated on real time basis with latest amendments.

• Annual capital and revenue budget planning followed by monthly reviews.

• Annual sales planning with monthly/periodic monitoring.

• Annual perspective and strategic planning exercise with a yearly update.

• A conservative approach in planning funding requirements.

Over the last few years, the Company has developed comprehensive internal financial control processes and procedures that could effectively mitigate the overall organisational risks.

23. Adequacy of internal financial controls:

The Company has a proper and adequate internal control system. This ensures that all transactions are authorized, recorded, and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of Internal Financial Controls.

An extensive programme of internal audits and management reviews supplement the process of the Internal Financial Control framework. Properly documented policies, guidelines, and procedures have been laid down for this purpose. The Internal Financial Control framework has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and maintaining asset accountability. In addition, the Company has identified and documented the risks and controls for each process that is linked to financial operations and reporting. The Company also has an Audit Committee, comprising three Directors, who interact with statutory auditors, internal auditors, and management to deal with matters within its terms of reference. This Committee primarily deals with issues of accounting, financial reporting, and internal control. The framework for the Internal Financial Controls was made by:

• Defining controls, governance, and standards, including policies and procedures, organizational structures, and performance objectives.

• Establishing control designs including roles and responsibilities, risk identification and capacity to deliver business objectives.

• Evolving controls including control systems and improvements.

• Compliance and control monitoring through internal resources or audit or a combination of both.

The internal audit team, along with the process team, monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures, and policies. Based on the internal audit report, corrective actions, if any, are undertaken and controls strengthened in the respective areas. Significant audit observations and responses/corrective actions, if any, are presented to the Audit Committee of the Board. During the year, an Internal Financial Control (IFC) audit concerning financial statements was done by the Statutory Auditors. Their report is annexed as part of the Independent Auditors Report.

24. Corporate social responsibility:

Expleos Corporate Social Responsibility (CSR) vision is to be a company committed to addressing major social issues of the time. The Companys approach reflects its principles and values and has ambitious targets that are meaningful and create value for all stakeholders. Through its CSR initiatives, the Company focuses on promoting education for the differently abled, under privileged, protecting the environment and women empowerment. The Companys CSR activity during the year was all about following its core purpose and philosophy. Expleo continued to support children with special needs. The programme made learning possible and managed to keep children and parents positively motivated and engaged throughout the year.

The Annual Report on Corporate Social Resposibility (CSR) Activities for the financial year ended March 31, 2023 pursuant to Section 135(4)(a) read with Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and forms a part of this Report in Annexure-III.

Key highlights of the CSR activities undertaken by Expleo: EDUCATION

a) Vidya Sagar - Education for differently-abled children

• The Company contributed to supporting special education for high school which works with children of school going age 15 and above with disability. They conduct online classes as per the guidelines in their Standard Operating Procedure and ensured to adhere to the government guidelines for schools in general. Physical classes were also conducted based on the scenario.

• The Company had contributed to the salary of therapist and special education trainer to the high school students of Vidya Sagar.

• The therapist was responsible for physiotherapy, speech, alternative and augmentative communication training, occupation therapy, procurement, and optimal utilization of furniture, mobility, and orthotic aids. Additionally, the students were also imparted with functional and life skills enabling them to explore vocations.

• This project shall help youth gain employment and fill the support gap faced by the differently abled students.

• The Company has contributed to constructing a new accessible bathroom and Safety nettings/ accessories for Terrace Garden.

• The Company has also contributed to the painting of the entire building – classroom and exteriors. The newly painted building has a positive impact on the childrens experience, helping to create a more engaging, inclusive, and stimulating environment for learning and growth.

b) Agastya - Education for the underprivileged Science centers at Jaigopal Karodia Government Girl School at Choolaimedu and Virugambakkam (Lab on Bike):

• Expleo continued to sponsor the science centers in both the schools

• It increased the access to practical, hands-on science education for under privileged children. The project included significant improvement in the classroom learning environment, provided better and more productive interaction and hands-on learning opportunities with improved overall learning and understanding of concepts.

• The school science teachers got exposure to Agastyas science training which enabled them to make science-based learning models using low-cost materials with limited resources. More than 50% of school teachers are using science models developed by Agastya for their classroom teaching in a science subject.

• The teachers report that students are also capable of doing science models and have improved grades during the last 3 years.

Integrated Mobile Science Lab was commissioned both in Chennai and Bengaluru:

• The Company sponsored the "Integrated Mobile Science Lab" project, which will provide students exposure to making and design thinking, resulting in students building innovative projects for themselves, their schools, and their communities as well as Science concepts from their syllabus.

• It increased access to practical, hands-on science education for under privileged children. The project included significant improvement in the classroom learning environment, provided better and more productive interaction and hands-on learning opportunities with improved overall learning and understanding of concepts.

c) Chinna Thadagam Government Girls Higher Secondary School (CGHSS)

• Expleo had provided contribution to Aram Foundation to implement infrastructure facilities at the CGHSS. As part of Phase 1 of the project, Sports infrastructure facilities were completed (Covering Volleyball court, Basketball court, Kabaddi court and Stage for events).

• The respective sports associations also certified the quality after inspection. With students from 15 surrounding neighboring villages getting benefitted.

• This project also covered a coach to train the students too for respective sports. As part of Phase 2 project, we have also completed the infrastructure facilities covering, steel roof for the stage, Water connection for the noon meal kitchen, Stairs railing in school and compound wall construction.

d) Diya Ghar: Education for the children of migrant laborers

• Diya Ghar is an NGO with a heart for the migrant community. It started with a vision for all children irrespective of their economic status, to have access to stimulating and nurturing pre-school education. The NGO started community centers with a focus to provide early childhood education, nutrition, health, and childcare for the children.

• A project called "community-based model" has been proposed wherein new portable and prefabricated community centers are established towards education for the children of migrant laborers and to provide education for the said children. Expleo contributed towards this project as a part of their CSR initiative.

• The project includes identification and training community teachers, conducting classes using Montessori Method, prepares students and their families to enroll their children in Primary Schools. e) Rotary club – School Infrastructure Government School, Uthiramerur

• The Company has built shadow shed near the main building and constructed toilets for both boys and girls.

f) C.P.R. Environmental Education Centre (CPREEC) – School Infrastructure Government Boys Higher Secondary School (GBHSS), Chrompet

• The Company has supported in providing uninterrupted drinking water supply to school children through a new deep borewell of 400 ft. with water filtration and distribution system.

DRBCC Chetty Higher Secondary School, Perambur

• The Company has established a security system for the school (Closed Circuit Video), The CCTV systems installed covers each classroom, corridors, entrances & exits of each building and other common areas of the school. We have provided 44 CCTV cameras, Digital Video Recorders along with required cabling and networking. The installation was completed during the last week of October, 2022. The school has 1,040 students and 52 teaching & non-teachingstaffs,whowillbethebeneficiaries of this project.

g) Digital Learning Classroom for Maharshi Karve Stree Shikshan Samstha K.B. Joshi Institute of Information Technology:

• The Company sponsored to establish Smart Library for graduate and post graduate students of computer science.

• The Company contributed to enhance ICT enabled education to the girl students. Smart Library being an important element of teaching and learning was catered through this project. This AI based project enriched the learning resources facilities for the students.

• The Company contributed to establish a Smart Library in the institute with all required hardware and related accessories set-up. This facilitated students to practice AI applications in day-to-day operations.

• The Company contributed to enhance and enrich library functions which added value to overall student experience of learning.

• The project would be helpful for computer graduate students to gain the confidence about using the latest technologies during their studies, further adding value to enhance their employability skills. It would also add value to women empowerment through education.

• This project would work in true sense as digital learning for the students of the digital age.

h) Advance Nursing Lab for Experiential Learning for Maharshi Karve Stree Shikshan Samstha Smt. Bakul Tambat Institute of Nursing Education:

• The Company sponsored the project to establish a simulation lab for students pursuing nursing education from diploma to Ph.D. fraternity.

• The Company contributed to facilitate Advance Lab for the students to learn with hands-on exercises in the lab. Advanced equipment and dummies were installed to supplement and complement students designed curriculum.

• The Company added value to teaching and learning practices of the institute by providing experiential learning platforms through this Advance Lab.

• The Company facilitated the realistic learning experience from the models, trainer, and dummy. It added value to knowledge and skill competency of the students before going to clinical practice. It was helpful in boosting the confidence level of students as well as escalating the enthusiasm in them.

• This project would be remarkable for contributing to the education of the healthcare industry which caters the needs of health, harmony, and well-being of a society. The project would also contribute to women empowerment through education.

i) School kit project for Seva Sahayog:

• The ‘School Kit project aims to encourage students to continue their education and reduce the dropout rate.

• These school kits are distributed to children from Seva Vastis (slum areas), public schools from all over Maharashtra, and education-support centers run by NGOs in and around Pune.

• Last year, with our support Seva Sahayog were able to bring smiles to around 2,000 children in Pune.

• 2,000 school kits assembly completed and distributed to 2,000 beneficiaries from 1st to 7th Std.

• Following schools benefited from this project:

Dnyanda Navin Marathi Maharashtra
Pratishthan Shala Asanghatit
Kamagar
Sanghtana
Saraswati Saraswati Lokvikas Mandal
Prathmik Madhymik
Vidya Mandir Vidya Mandir
Idea Sumati Balvan New English
Foundation Medium School
Bhave Shri. Shivaji Astitva
Prathmik Veer Baji Pratishthan
Vidya Mandir Pasalkar
Highschool

ENVIRONMENT

j) Contribution to Siruthuli, NGO

• Expleo had provided contribution to the Afforestation Project "Kalam Vanam – journey into the World of green" of Siruthuli in the Coimbatore city with their vision of planting 1 sapling per citizen, thus restoring the green cover to the region and increasing the lung spaces. Expleo had planted 5,000 trees in Reserve Site of Postal & Telecommunication Staff Colony and Madampatti Panchayat at Coimbatore and the NGO has taken the responsibility of maintenance of the trees and has agreed to replace the sapling that do not survive.

for Expleo Solutions. BlueSky Sustainable Business LLP is accredited by NABCB – National Accreditation Board for Certification Bodies in accordance with International Standard of ISO/ IEC 17020:2010 as Type A inspection body to provide inspection services for scope including social services.

• Post the assessment, Expleo have been provided PLATINUM rating based on our Sustainability Commitment, Leadership Visionary on Social Responsibility, Stakeholder Partnership and Multi – organizational Alliances.

25. Composition and recommendation of the Audit Committee:

The Audit Committee of the Company has been constituted in line with Section 177 of the Companies Act, 2013, read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee are:

1) Prof. K. Kumar, Chairman
2) Prof. S. Rajagopalan, Member
3) Mr. Rajiv Kuchhal, Member

During the year, the Board accepted all recommendations of the Audit Committee.

26. Vigil Mechanism:

The Company has formulated and adopted a vigil mechanism for employees to report genuinely unethical and improper practices or any other wrongful conduct to the Audit Committee Chairman. The policy provides opportunities for employees to access the Audit Committee in good faith if they observe unethical and improper practices. The Whistle Blower Policy of the Company is available on https://investors.expleo.com/wp-content/documents/corporate-governance/corporate-governance-policies/Whistle-Blower-Policy.pdf

27. Directors responsibility statement as required under Section 134(5) of the Companies Act, 2013:

Under Section 134(5) of the Companies Act, 2013, the Directors confirm that: a) For the preparation of the annual Financial Statements, the applicable accounting standards were followed, accompanied by a proper explanation relating to material departures. b) Accounting policies were selected and applied consistently; fair judgment was used, and prudent estimates made to give an accurate view of the Companys state of affairs at the end of the financial year, and its profit and loss for that period. c) Proper and sufficient care was taken for maintaining adequate accounting records as per provisions of this Act to safeguard the Companys assets to prevent and detect fraud and other irregularities. d) Annual Financial Statements were prepared on a going concern basis. e) The Company laid down Internal Financial Controls and that such internal financial controls are adequate and these were operating effectively; and f) Proper systems were devised to ensure compliance with all applicable laws, and such systems were adequate and operating effectively.

28. Board evaluation:

Under the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors of the Company, in their meeting held on May 25, 2023, evaluated its performance, that of its committees and Individual Directors, including Independent Directors. No Director participated in his/her evaluation. The Independent Directors reviewed the Non-Independent Directors,Chairman,andtheBoardataseparatemeeting of Independent Directors held on February 13, 2023. The Board of Directors was evaluated on various criteria, including attendance, participation in Board meetings, involvement by providing advice, guidance, suggestions on the business front, and the willingness and commitment to devote the time necessary to fulfil his/her duties.

The Independent Directors were also evaluated based on the performance, professional conduct, roles, and duties as specified in Schedule IV of the Companies Act, 2013, and based on the fulfilment of the Independent Director criteria as specified in Regulation 17 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board evaluation was based on composition and statutory compliance, understanding business risks, adherence to process and procedures, overseeing management procedures for enforcing code of conduct, ensuring various policies, including the Whistle Blower Policy, were in force. The Board of Directors is of the opinion that Independent Directors possess integrity, expertise, and experience, including proficiency.

29. Criteria for making payment to Non-Executive Directors:

The Nomination and Remuneration Committee and the Board of Directors considered the following criteria while deciding on the payments to be made to Non-Executive Directors:

• Company performance.

• Maintaining independence and adhering to Corporate Governance laws.

• Contributions during meetings and guidance to the Board on important Company policy matters.

• Active participation in strategic decision-making and informal interaction with the management.

30. Familiarization programme:

The Company has a familiarization programme for Independent Directors under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. It aims to provide Independent Directors Company insight to enable understanding of the business in depth and contribute significantly to the Company. Overview and details of the programmeforIndependentDirectorshavebeenupdatedon https://investors.expleo.com/wp-content/documents/corporate-governance/corporate-governance-policies/Details-of-Familiarisation-Programme-for-Independent-Directors.pdf

31. Policy for determining material subsidiaries:

Pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, a policy for determining material subsidiaries was formulated. The same is updated on the Companys website at https://investors.expleo.com/wp-content/documents/corporate-governance/corporate-governance-policies/Policy-for-Determining-Material-Subsidiaries.pdf

32. Particulars of employees:

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names of top 10 employees in terms of remuneration drawn during the financial year and that of every employee employed throughout the financial year and in receipt of a remuneration of Rs. 1.02 Crores or more per annum or employed for part of the financial year and receipt of Rs. 8.50 Lakhs per month is annexed and forms a part of this Report in Annexure-IV(A) and the ratio of remuneration of each Director to that of median employees remuneration, as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is part of this Report in Annexure-IV(B).

33. Directors and Key Management Personnel:

There was no change in the Directors during the financial year.

Pursuant to the provisions of Section 152(6) Act of Companies Act, 2023 and the Companys Articles of Association, Mr. Rajesh Krishnamurthy (DIN: 08288884), retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholder approval for his reappointment forms part of the Notice of Annual General Meeting. Mr. Prashant Eknath Brahmankar (DIN: 07439819) who was appointed as an Additional Director (Non-Executive) of the Company with effect from September 1, 2021, has been appointed as Non-Executive Director of the Company by the Shareholders at the Annual General Meeting held on August, 11, 2022.

Mr. Prashant Eknath Brahmankar (DIN: 07439819) has been appointed as Whole-time Director and Chief Operating Officer of the Company, by the Board of Directors at its meeting held on April 11, 2023, for a period of three years with effect from April 01, 2023. He is liable to retire by rotation.

A Postal Ballot for seeking approval from shareholders of the Company, through remote e-voting with respect to aforesaid appointment of Mr. Prashant Eknath Brahmankar (DIN: 07439819), as Whole-time Director and Chief Operating Officer of the Company has been commenced from Monday, May 22, 2023 at 9:00 A.M. (IST) and will end on Tuesday, June 20, 2023 at 5:00 P.M. (IST). The result of the Postal Ballot held through remote e-voting would be announced on or before Thursday, June 22, 2023, at 5.00 P.M. (IST)

34. Public deposits:

The Company has not accepted or renewed any public deposits and, as such, no amount of principal or interest was outstanding on the Balance Sheet as of date.

35. Statutory Auditors:

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, are the Statutory Auditors of the Company. They were appointed in the 24th Annual General Meeting and will hold office till the conclusion of 29th Annual General Meeting of the Company. The report issued by the Auditors to the members for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark, or disclaimer. Auditors reported no frauds under sub-section (12) of Section 143.

36. Maintenance of cost records:

The maintenance of cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013, does not apply to the Company.

37. Secretarial audit report:

Pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. M. Alagar & Associates (practicing company secretaries, COP No. 8196) as the Secretarial Auditor of the Company in the Board Meeting held on May 18, 2022, for the financial year 2022-23. The Secretarial Audit Report issued by M/s. M. Alagar & Associates is annexed and forms a part of this Report in Annexure-V. The Secretarial Audit Report does not contain any reservation or adverse remark for the year under review. Further, the Company complies with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs (MCA).

38. Significant and material orders passed by the regulators, courts, or tribunals:

The Honble National Company Law Tribunal (NCLT), Chennai Bench vide its order pronounced on February 15, 2023, Honble National Company Law Tribunal (NCLT), Mumbai Bench vide its order pronounced on February 17, 2023 and Honble National Company Law Tribunal (NCLT), Bengaluru Bench vide its order pronounced on February 28, 2023 has accorded approval of scheme of Amalgamation effective from April 01, 2023.

There are no significant and material orders passed by the regulators or courts or tribunals that may impact the Company as a going concern and/or Companys operations.

39. Human potential:

The Company emphasizes the importance of helping its people achieve their maximum potential in all aspects of their functioning. The Company maintains a strong learning culture and provides a wide range of opportunities for employees to learn, develop, and progress in their careers.

Great Place to Work (GPTW):

The Great Place to Work survey (called the ‘Trust Index) is one of the most widely used employee surveys in the World which acts as a trusted third party, providing proven methodology and best practice to help companies create realistic plans to improve their workplaces.

Overall, the survey results enabled us to have a more accurate picture of how our employees feel about working in your Company by providing us with detailed information as to their opinion about our performance, culture, relationships, how we go about our work and where we are headed for, thus helping us to explore areas of opportunity to set Expleo on the path towards creating an organizational culture where we drive excellence with empathy.

Key highlights of 2022 survey results:

• GPTW score for 2022 is 78% (+4 from 2021)

• 76% of employees believe that Expleo will act on the survey results (+4% from 2021)

• 81% of employees believe that Expleo is a great place to work (+4% from 2021)

• 85% of employees are proud to tell others that they work with Expleo (+6% from 2021) The programs conducted under various learning categories are mentioned below: Technology: The Company majorly focuses on technical skills such as Java, Performance Engineering, Appium, Security, Structured Query Language and Python.

Domain and Domain products: The Company conducted Guidewire, FinAstra, Banking payments, Cards, Treasury and Capital Markets, Insurance, and other domain related trainings.

Testing: The Company conducted programs such as Extract Transform Load (ETL) Testing, Test Automation, Test Methodology and Security Testing.

Tools: Programs on Selenium, Robotic Process Automation, Topology and Orchestration Specification for Cloud Applications (TOSCA) and Jira bug tracking tool were conducted to sharpen employee knowledge on latest tools.

Process Methodologies: The Company conducted programs such as Agile / Scrum, Accelerated Agile, Kanban and Agile Design Thinking.

Leadership skills: To enhance leadership skills we offered Management Development Program, Customer Relationship Management and Strategic Management programs.

Soft Skills: To improve customer experience we conducted training on soft skills such as email etiquette, presentation skills, listening skills and other such competencies. Strategic L&D: Our primary responsibilities are to develop workforce capabilities, skills, and competencies the organization needs to align with key business priorities.

L&Ds strategic role spans in five areas listed below:

a) Talent attraction & retention.
b) Developing people capabilities.
c) Motivating & engaging employees.
d) Driving culture of continuous learning.
e) Employer brand creation.

Talent attraction and retention

We are committed to our employees professional development and provide appropriate opportunities and career paths. Employees can quickly learn new skills to keep up with rapidly changing roles and project requirements.

Here are our key initiatives to attract and retain talent:

a) Graduate Training Program (HTD)
b) Certification Reimbursement Policy
c) Individual Development Plan (IDP)
d) Self-Learning Enablement
e) Expert Connect Sessions

Developing people capabilities

We are committed to developing next-generation leaders. To achieve this, we have created focused leadership development programmes at various levels. Here are our key programmes for leadership development:

a) Leadership Enhancement Action Programme (LEAP).

b) Leadership Excellence Program (LEP) – Unleash the Talent in Others by Dale Carnegie

c) First Time Manager Programme
d) Step-Up – Soft Skills Programme
e) German language Training – Speexx Platform
f) PMCoE (Project Management Center of Excellence)

g) ToastMaster Club

Motivating and engaging employees

Expleo is committed to providing opportunities so employees can learn and develop new competencies. We conduct various initiatives to motivate and engage our employees. Our L&D recognizes and reward individual learning accomplishments. Here are our key programmes for motivating and engaging employees:

a) NJOP (New Joiner Orientation Programme).
b) Technical & Domain Upskilling.
c) TGIF (Thank God Its Friday).
d) Readers Loft.
e) R&R for Trainers.
f) Digital Badges - Rewards for Learning & Certification Accomplishments.
g) Awareness Session

Driving culture of continuous learning

Expleo L&D provides a culture of continuous learning for employees at all stages of their careers to upskill and reskill continuously and on-demand. To support upskilling of our employees, we have set up the Technology Lab, which our associates can access remotely to get hands-on experience. Here are our key programmes through which we drive a culture of continuous learning: a) Self-Learning Enablement: a. Coursera b. Udemy b) Technology Lab for Hands-On practice c) Speexx Language Platform d) Learning Assessment & Measurement Platforms – IKM, SurveyMonkey

Employer Brand Creation

Expleos commitment and investment towards learning have enhanced its brand position as an employer of choice. The Company provides promised opportunities for professional development and career growth. L&D builds required workplace behaviours, including knowledge and skills necessary to deliver customer satisfaction and the management and leadership expertise essential to create and sustain the working conditions promised as employee experience. L&D also plays a crucial role in reinforcing the identity & values of the Expleo culture.

Here are our key programmes that build employer brand: a) Diversity and Inclusion (D&I) a. Talent Development Programme – Differently Abled Employees (DaP) b) Digital Badges for Publishing in Social Channels - Rewards for Learning Accomplishments. c) Leadership Development Programme

Diversity and Inclusion (D&I):

Talent Development Programme – Differently Abled Employees (DaP)

Background:

A diverse and inclusive workplace is one that makes everyone, regardless of who they are or what they do for the business, feel equally involved in and supported in all the areas of the workplace. Expleo believes in accelerating equality for all by creating an inclusive, accessible, barrier-free culture that promotes disability inclusion in the workplace.

Purpose:

• The programme for inclusion of Differently abled Persons (DaP) in the workplace is Expleos way to create an environment where everyone feels like they belong.

• Enable DaP (Differently abled Persons) who bring unique skills, talents, and strengths to Expleo. Enhance the Technical skills of DaP by providing a focused Talent Development Programme that would meet the Expleo business requirement.

• Branding Expleo as an Employer that cares for Dap

Actions Taken:

• Expleo collaborated with an NGO called OORJAA who are experts in sourcing Differently abled Persons (DaP) for corporate.

• Disability sensitization workshop was conducted for Expleo SMEs and Managers which predominantly covers inclusion activities, terminology, assistance methodology, etc.

• The Talent Development Programme has 4 phases such as Talent Identification, Mentors & Trainers Identification, Training, and onboarding.

• Resources are sourced by OORJAA based on the JDs and skill benchmarks shared by Expleo

• Mentors and Trainers from OORJAA and Expleo are identified to train the DaP resources.

• Training conducted for a duration of 6 Months, both OORJAA & Expleo Trainers were involved in Training, Mentoring and Evaluation.

• Successful candidates are onboarded and deployed to projects.

• Dedicated HR team was available to them all the time for any assistance

Results:

• Outof10trainees,8gotselectedwhichis80%success rate, which means that a highly commendable performance was achieved through this Talent Development Programme.

• The whole programme was executed in India region which brought great recognition and visibility across other regions of Expleo.

• This is a pilot batch; its success has opened the path for bigger target to hire DaP resources across Expleo.

• Modified organization policies and procedure to promote inclusion. Providing Physical/IT infrastructure to support DaP employees.

Digital Badges for Publishing in Social Channels – Rewards for Learning Accomplishments.

Expleo Digital Badges are distributed to Employees who have successfully completed LEAP, LEP and achieved their learning target.

Leadership Excellence Program (LEP): Program Objective:

Expleo in partnership with Dale Carnegie has designed LEP program to enhance performance and professional excellence with a focus on behavioral, managerial and leadership development.

The areas with potential for further development identified through this program for Managers & Senior Managers.

• Inspire, Motivate and Develop Others

• Productivity and Result Orientation

• Promote Teamwork, Collaboration, and Innovation

• Create effective organizational communication.

• Guide Others through change

• Develop self-awareness and Emotional Intelligence

• Coaching and Mentoring

• Delegation

• Negotiations

• Problem Solving and Decision Making

• Strategic Thinking and Tools for Implementation

• Building a High Performing Team

• Sales and Stakeholder Management o 18 employees from GG4.2 to GG5.1 got certified from 2022 to 2023; 7-month-long training programme.

Leadership Enhancement Action Programme (LEAP): Program Objective:

LEAP is a focused program to enhance managerial capabilities and build leadership skills for Team Leads. LEAP focuses on building leadership, managing teams, Innovation, change management, resolving conflict and leading. o Completed 4 batches covering 100 employees from Grades GG3.2 to GG4.1; 3-month training programme.

Key Achievements o Tech Up-Skilling:

Number of Certifications: 2,550 Coursera Certifications: 1,986 Industry Certifications: 551 Udemy Certifications: 8 LinkedIn Certifications: 5 o Learning Metrics Achieved:

• Total learning hours – 130,455

• Average learning hours per employee – 33 hours (against a 32-hour target)

• Unique no. of associates trained (headcount active) – 3,837 o Expert Connect Sessions: 5+ sessions published, 300+ attended.

Top Programs

1. Dale Carnegie - Leadership Excellence Program – 18 Employees graduated.

2. New Joiner Orientation Program (NJOP) – 1,564 Employees Trained

3. LEAP – Leadership Enhancement Action Program – 100 Employees Trained

4. Step-Up Soft Skills Program - 300 Employees Trained

5. Microsoft Azure – 18 Employees Trained/Certified

6. Oracle Financials – 25 Employees Trained

7. Visualizations – 10 Employees Trained

8. Airbus Trainings – 74 Trained & Certified

9. Test Methodology – 37 Employees Trained 10. Agile Awareness – 200+ Employees Trained 11. ASPICE – 172 Employees Trained 12. ISTQB – 100 Trained + Certified

40. Quality, technology and systems:

The Company has established a Compliance Framework that follows a phased approach. It starts with establishing legal, contractual and security requirements to be complied with, internal communication and creating awareness on these requirements, integration of requirements with existing security and process framework for ongoing compliance, monitoring and audit for ensuring compliance, periodic assessment of the maturing level of compliance processes and reporting and improvement of the security framework. The compliance framework is independently assessed and certified by external certification bodies on an annual basis. Independent assessments are done as part of ISO 9001, ISO 27001, PCI DSS and SSAE 18/ISAE3402 certifications.

ISO 9001:2015 (Quality Management System)

All offshore testing centers of the Company are certified for Quality Management System (ISO 9001:2015). The Company has adopted quality management system to improve its overall performance and provide a sound basis for sustainable development activities. The Company promotes adopting a process approach when developing, implementing, and improving the effectiveness of a quality management system to enhance customer satisfaction by meeting customer requirements. This enables the Company to plan its processes and their interactions. This also enables the Company to ensure that its processes are adequately resourced and managed and opportunities for improvement are determined and acted on. The Company also implemented risk-based thinking which enables to determine the factors that could cause the processes and its quality management system to deviate from the planned results, put in place preventive controls to minimize negative impacts and to make maximum use of opportunities as they arise. The process approach involves the systematic definition and management of processes and their interactions, to achieve the intended results by following the top managements quality policy and strategic direction. The Company adopts various forms of improvement and correction and continual improvements, such as breakthrough change, innovation, and reorganization.

ISO 27001:2013 (Information Security Management System)

All offshore testing centers of the Company are certified for Information Security Management System (ISO 27001: 2013).

The Company achieves information security by implementing a suitable set of controls, including policies, processes, procedures, organizational structures and software and hardware functions. These controls are established, implemented, monitored, reviewed, and improved to meet the organizations specific security and business objectives.

The Company has adopted ISO 27001, an international standard for establishing, implementing, maintaining, and continually improving an information security management system. The adoption of an information security management system is a strategic decision for an organization. Its establishment and implementation are influenced by the organizations needs and objectives, security requirements, processes used and the size and structure. The information security management system helps the Company to identify and address the threats and opportunities around Company information and related assets. This helps to protect the Company from security breaches and shields from any disruption if and when they happen.

The information security management system in the Company preserves the confidentiality, integrity and availability of information by applying a risk management process and gives confidence to interested parties. The information security management system helps the Companys business in many ways – Safeguarding the Companys information assets, demonstrate to external stakeholders how secure the Company information is, stay ahead of new information security risks and opportunities and thereby supporting Companys development and growth.

The information security management system is integrated with the organizations processes and overall management structure, and information security is considered in the design of processes, information systems, and controls.

SSAE 18 (Statement on Standards for Attestation Engagements) / ISAE 3402 (the International Standard on Assurance Engagements):

The offshore TCoE (Testing Centre of Excellence) of the Company in Chennai is compliant with ISAE 3402 (the International Standard on Assurance Engagements) and SSAE 18 (Statement on Standards for Attestation Engagements). SSAE 18/ ISAE 3402 is an independent assessment report that provides the confidence on control procedures, adequacy and reasonable assurance in the Companys service delivery, information security, and data privacy-related controls. SSAE 18 is more relevant for the US market, while ISAE 3402 is relevant for the rest of the World. Outsourcing companies (Expleo clients) are looking for third-party assurance to provide their clients (Expleo) with comfort about their internal control environment. Replacing SAS 70, ISAE 3402 /SSAE 18 standards remain the most widely employed approach to demonstrate third-party assurance, providing coverage to users of outsourced services.

This report has been prepared to provide information on the Companys application testing services and related general computer controls for the services provided to clients. The assessment report illustrates the positive effects of a properly functioning and articulated control environment on an organizations senior management and clients. The Company has been assessed for the past 8 years by one of the Big 4 audit firms and attestation has been obtained stating that the controls are not only suitably designed but also effectively implemented over a period of one year. The assessment period is for one calendar year and the opinion is provided by the Certified Public Accountant stating that the controls are operating effectively over a period of time.

PCI-DSS (Payment Card Industry Data Security Standard):

Data protection is critical for the Company in maintaining its services to clients. The Company is also compliant with PCI-DSS, (worldwide data security standard defined by the Payment Card Industry Security Standards Council) since 2010 ensuring data security and reducing the risk of data breaches. The Company adopted PCI-DSS to meet the customer requirements specific to the ‘Cards domain. The Company has designed and implemented technical and operational controls to protect cardholder data. The Company implemented a minimum set of requirements for protecting cardholder data. It also deployed additional controls and practices to mitigate risks further and address local, regional and sector laws and regulations. These controls also address the legislation or regulatory requirements to protect personally identifiable information or other data elements.

Compliance to Data Protection Laws:

Data Protection is a significant concern for organizations worldwide. The focus is on secure handling to ensure the protection of customer data as well as corporate data. The importance of privacy and data protection is increasingly recognized as more social and economic activities become online. When it comes to data protection, different countries have enacted distinct set of laws. As technological advances have improved data collection and surveillance capabilities, governments around the world have started passing laws regulating what kind of data can be collected about users, how that data can be used, and how data should be stored and protected.

The European Union (EU) views privacy of personal information as a fundamental right. With the introduction of General Data Protection Regulation (GDPR) in 2018, the EU has given its people more control over their personal data. The USA has sector specific laws on the privacy of customer data such as health and financial information. The APAC and Middle East countries have also specific laws governing data protection.

With its global reach and client base, the Company is expected to adhere to various such data privacy compliance requirements. The Company has designed and implemented a Data protection framework to protect the personal information provided by its customers from engagement until the closure of services. This data protection framework is integrated with the information security framework in terms of securing the information provided by clients. As part of the Data Protection framework, the Company ensures that the contractual obligations concerning data protection are adhered to through technical and organizational measures. The Company also analyses the internal and external environment changes, including the contractual customer requirements on privacy and the various alerts (privacy incidents) to draw inputs for annually updating the Privacy Policy. The Company has not only implemented technical and organizational measures to protect data but also implemented processes for regular monitoring to protect itself from data breaches.

41. Disclosure as required under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has a policy on the prevention of sexual harassment at the workplace. It has duly constituted the Internal Complaints Committee (ICC), in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The ICC has been set up to redress any complaints received regarding sexual harassment and meets periodically. The ICC was reconstituted with new members during the financial year 2022-23. This was communicated to all employees for notification of any POSH related complaints. The POSH Policy covers all employees. The ICC did not have any complaints at the beginning of the year and was able to resolve the two complaints received during the financial year 2022-23.

42. Listing fees:

The Company confirms that it has paid the annual listing fees for the financial year 2022-23 to both National Stock Exchange of India Limited and BSE Limited.

43. Acknowledgments:

The Company thanks its customers, bankers, and service providers for their continued support during the year. The Company places on record its appreciation for the contribution made by its employees at all levels. Its success was made possible by their hard work, loyalty, cooperation, and support.

The Company thanks the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise departments, the Income Tax Department, the Reserve Bank of India, the State

Governments, Madras Export Processing Zone (MEPZ) and other government agencies for their support and looks forward to their continued support in the future. The Company also thanks the Governments of the countries where it has operations. The Directors wish to record their appreciation of business constituents like SEBI, NSE, BSE, NSDL, CDSL, etc., for their continued support for the Companys growth. The Directors also thank investors for their continued faith in the Company.

For and on behalf of the Board of Directors of Expleo Solutions Limited

Ralph Franz Gillessen
Chairman and Non-Executive Director
DIN : 05184138
Place: Cologne, Germany
Date : May 25, 2023