Expleo Solutions Ltd Directors Report

The Company is pleased to present its business and operations report for the year ended March 31, 2024.

1. Financial Highlights for the Year Ended March 31, 2024:

(Rs. in Millions) (Rs. in Millions)

	Consolidated		Standalone
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Total Income	9723.83	9,194.04	9683.66	9,119.84
Cost of material consumed and other direct costs	49.84	73.19	49.84	73.19
Employee benefits expense	5748.37	4,798.88	5295.67	4,483.75
Depreciation and amortization expenses	336.66	278.84	330.33	272.71
General, administrative, and other expenses	2367.13	2,159.51	2903.18	2,532.25
Finance cost	26.09	22.56	25.96	22.56
Total expenses	8528.09	7,332.98	8604.98	7,384.46
Profit/(loss) before exceptional items Exceptional items	1195.74	1,861.06	1078.68	1,735.38
Profit before tax	1195.74	1,861.06	1078.68	1,735.38
Tax expense	291.35	522.18	267.68	502.78
Profit after tax	904.39	1,338.88	811	1,232.60
Other comprehensive income	(17.60)	17.66	(15.32)	15.73
Total comprehensive income	886.79	1,356.54	795.68	1,248.33
Earnings per equity share (Per value of Rs. 10/- each)
Basic (Rs.)	58.27	86.27	52.26	79.42
Diluted (Rs.)	58.27	86.27	52.26	79.42

2. Business and Operations Review:

Total operating revenue was Rs. 9,648.70 Mn for the financial year 2023-24, which increased by 6.82% over the previous years Rs. 9,032.95 Mn. Total comprehensive income stood at Rs. 795.68 Mn (8 % of total income) against the previous years Rs. 1,248.33Mn (14% 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 34% from 42% in the previous year. The Europe business contributed to 54 % of the Companys revenue from operations (vs. 46% in the previous year), while the US contribution stands at 12% same as last year. The proportion of on-site to offshore revenue from operations stood at 23% to 77% compared with 20% to 80% in the previous year.

During the year under review, new client acquisition contributed 6% to the revenue from operations. The repeat business from existing clients is 94% of the revenue from operations compared to 93% in the previous year. For the financial year 2023-24, the revenue from Group clients was 34%, as compared to 30% in the previous financial year. On the practice front, the Company saw 24% growth in Banking, followed by Insurance that grew by 3% and Card and Payment by (32%).

As of March 31, 2024, the standalone entitys employee strength was 4,208 (consolidated entity 4,291) compared to 3,931 (consolidated entity 3,992) in the previous year. Women employee strength grew to 1,381 (32.18%) for the consolidated entity from 1,316 (32.97%) in the previous year and attrition stands at 21.85% from the previous years 18.20%.

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

As informed in the Annual Report for the financial year 2022-23, the Members are aware about the 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, which was approved by 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, the effective date and appointed date being April 1, 2023 and April 1, 2022 respectively.

We wish to inform that during the financial year 2023-24, your Company has completed the process of the aforesaid merger and pursuant to the said Scheme of Amalgamation, the Company allotted 5,267,254 number of equity shares to Expleo Technology Germany GmbH, Germany, the Promoter of the Company.

4. Capital Expenditure:

During the financial year 2023-24, the Company added Rs. 238.70 Mn to its gross block with capital expenditure, which comprises Rs. 66.93 Mn on building & lease, Rs. 73.00 Mn on technology infrastructure, Rs. 13.04 Mn on physical infrastructure and the balance Rs. 85.72 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. 1,295.84 Mn at the end of the year against Rs. 1,298.26 Mn in the previous year. The Companys cash balance decreased to Rs. 1,325.30 Mn from previous years Rs. 1,327.90 Mn.

6. Share Capital:

At the end of the current financial year, the Companys Paid-up Equity Share Capital stood at Rs. 155.20 Mn, consisting of 1,55,19,739 fully paid-up equity shares of Rs. 10/- each.

During the period under review, pursuant to Scheme of Amalgamation the Company allotted 52,67,254 number of equity shares to Expleo Technology Germany GmbH, the Promoter of the Company. As a result,the Companys Paid-up Equity Share Capital increased from 1,02,52,485 fully paid-up equity shares of Rs. 10/- each to 1,55,19,739 fully paid-up equity shares of Rs. 10/- each.

7. Net worth:

As of March 31, 2024, the Companys net worth stood at Rs. 5,449.91 Mn against Rs. 4,731.83 Mn at the end of the previous financial year.

8. Dividend:

The Company has not declared or recommended any dividend during the financial year 2023-24. 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, 2024.

10. Subsidiaries and Branches:

The Company operates internationally through five 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

e) Expleo Solutions LLC, Dubai During the period under review, your Company has incorporated a new Company in the name of Expleo Solutions LLC, a wholly owned subsidiary, in Dubai, UAE to provide Information Technology Enabled Services with the objective to address the requirements of clients. The Companys Board of Directors reviewed the affairs of the wholly owned subsidiaries for the financial year 2023-24. 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 the Philippines, Belgium, Israel and Malaysia globally and Pune, Bengaluru and a Sales office cum Delivery Centre in Mumbai and a new Training centre in Coimbatore.

11. Annual Return:

The Annual Return in Form MGT-7 for the financial year ended March 31, 2024, 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 under AGM and Annual Report section.

12. Number of Meetings of the Board:

The Board met seven times during the financial year ended March 31, 2024. The said meetings were held on April 11, 2023, May 25, 2023, August 10, 2023, November 9, 2023, February 7, 2024, March 22, 2024 and March 30, 2024.

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 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 they 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/ Policy-on-Remuneration-of-Directors-KMPs-and-Senior-Employees.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, 2024	March 31, 2023
Unquoted equity instruments (in subsidiaries)
100,000 equity shares (Previous year - 100,000 equity shares) of SGD 1/- each in Expleo Solutions Pte. Ltd., Singapore	2.66	2.66
3,000 equity shares (Previous year - 3,000 equity shares) of USD 0.01/- each in Expleo Solutions Inc., the USA	4.62	4.62
350,000 equity shares (Previous year - 350,000 equity shares) of GBP 1/- each in Expleo Solutions UK Ltd., the UK	24.17	24.17
600 equity shares (Previous year - 600 equity shares) of AED 1,000/- each in Expleo Solutions FZE., the UAE	8.70	8.70
150 equity shares (Previous Year: Nil) of AED 1,000/- each in Expleo Solutions LLC, Dubai	3.37	-

18. Particulars of Contracts or Arrangements with Related Parties:

During 2023-24, all the contracts and arrangements entered by the Company with related parties were on 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 10, 2023. 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 2023-24, an amount of Rs. 3,79,320/-, which was lying in the Final Dividend account pertaining to the year 2015-16,andanamountofRs.1,07,368/-lyingintheInterim Dividend account pertaining to the year 2016-17 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 2023-24, the Company had transferred 303 shares pertaining to Unpaid Final Dividend – 2015-16 and 801 shares pertaining to Unpaid Interim Dividend – 2016-17 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) The Company has always supported and implemented environment friendly and sustainable green solutions in our daily operations at Pan India locations. We have taken steps to save energy by using energy generated from alternative sources such as grid powered wind turbines, USFF based computers, installing motion sensor LED lighting, VRF based air conditioning, retrofitting VFD panels for chillers, AMC, preventive maintenance, monitoring operations of AC, lights, appliances during peak / non peak hours, installation of latest equipment, AC chiller units and optimisation of space to increase efficiency and reduce running costs etc. We have also taken steps to save on water by use of treated water for washrooms, landscaping, motion sensor taps, waterless urinals etc. We create awareness and educate employees about energy conservation practices and encourage them to participate actively in saving energy. This has significantly helped us reduce our energy and water consumption.

(ii) We continue to work on measuring, monitoring and reducing the carbon footprint generated by our equipment and vehicles. We plan to shift / convert to electric vehicles once proper infrastructure / ecosystem is in place. The focus would be to reduce carbon footprint.

(iii) Capital investment on energy conservation equipment: 0.93% of total asset addition during the year 2023-24.

(B) Research & Development and Technology Absorption:

(i) Easy Connections: Easy Connections is a connector platform to pull the metadata about data & analytics assets from organisations data estate and bring to data governance platforms like Collibra. Our connectors offer more extensive metadata and details to copy which enhances the value of the data governance platforms. These connectors are offered as service along with implementation for data governance platform Collibra.

(ii) Dev Cycle Assisted by Code Generation Co-pilot: Dev Cycle Assisted by Code Generation Co-pilots refers to the integration of AI-driven code generation tools into the software development lifecycle. These tools, often called "co-pilots," leverage machine learning models to assist developers by suggesting code snippets, completing lines of code, identifying potential bugs, and even optimising existing code. We have built a practice to use GitHub Co-pilots in the dev cycle which has shown an increase in the quality of the code and reduced the time required to finish development.

(iii) Exploratory Data Analysis Platform: Exploratory Data Analysis (EDA) is mandatory step for all the data analytics initiatives used to understand the data better before using it to solve any business problem. This requires mathematical and statistical modelling of data to find patterns, insights and dependencies. This is a low code/no code platform to help simplify EDA with the help of predefined analysis scripts, visualisations, and calculations.

(iv) Generative BI with Generative AI: AI can automatically generate insights and analyses from large datasets. This can include generating the visualisations from the datasets provided to AI or predictive analytics, where the AI models predict future trends and outcomes based on historical data. Generative BI is based on the Enterprise ChatGPT edition of OpenAI services which can take NLP instructions to analyse the structured datasets provided to it.

(v) Fullstack Self-Hosted LLM based Chat App: This is a fullstack chat application based on Large Language Generative models capable to search, summarise and analyse enterprise data, documents, and information. This works on the self-hosted LLM model and gives full control of the model, its tuning, configurations, customer data and the data used to build foundational model.

(vi) AI Intervention Model: AI Intervention model maps the customer use cases on the quadrant created by frequency of tasks against cognitive load requirements to execute that task. Our AI Intervention models quadrant maps use cases to business as usual, automative, creative tools and perfect AI use case categories.

(vii) AI Maturity Assessment Model: Expleos AI Maturity Assessment model is built to help organisations identify the status of their AI compatibility and need of steps to build stronger AI foundations or processes to get maximum from their AI investments. Our AI model has five AI maturity levels i.e. AI Awareness, AI Experimentation, AI Operationalisation, AI Integration, AI Innovation and Leadership.

(viii)AI Genie - Data Governance Co-pilot Assisted by Generative AI: AI Genie is the solution built as a generative AI web app capable to integrate with any Data Governance tool. This tool can automative automate tasks that require content generation, conversion, executing tasks, etc.

(ix) AI Governance Model: AI governance refers to the framework and processes used to ensure responsible, ethical, and effective management of artificial intelligence technologies. This starts with cataloging the AI use cases and populating all the metadata about use cases for better understanding of the models developed. We have built an AI Governance model which helps find, trust and understand AI investments done by the organisation in order to democratise the AI in the organisation. (x) 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. 8,793.96 Mn (previous year Rs. 6,280.31 Mn) whereas foreign exchange outgo during the year in terms of actual outflows was Rs. 3,052.45 Mn (previous year Rs. 1,501.57 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 minimisation.

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

• Risk Management framework which comprises:

a) Identifying and assessing a broad array of internal and external risks that could adversely impact the achievement of organisational 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 programme structure that engages functional leaders across to identify and prioritise 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 organisations 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 effective/ineffective; could be technology changes, new competitor, change 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 organisation.

• 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 and BCP

• Reputational: Risk refers to the potential damage to an organisations reputation, brand, or image, resulting from actions, events, or decisions that could negatively impact stakeholders perceptions of the organisation.

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 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 programme, while conferring responsibility and authority on senior management to develop and maintain the risk management programme in light of 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 programme. 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 different 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 with 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 authorised, recorded, and reported correctly, and assets are safeguarded and protected against loss from unauthorised 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, organisational 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 exemplifies a profound commitment to tackling the pressing social issues of our times. This vision is not just a statement of intent but a reflection of the Companys core principles and values, which are deeply embedded in its culture and operational ethos. The Company sets ambitious targets that are not only meaningful but also designed to create substantial value for all stakeholders involved.

At the heart of Expleos CSR initiatives is the promotion of education for those who are differently abled and underprivileged. This noble endeavour ensures that the benefits of education reach the farthest corners of society, uplifting those who are often left behind. Furthermore, the companys dedication to protecting the environment is a testament to its recognition of the planets fragility and the urgent need to preserve it for future generations. Women empowerment is another cornerstone of Expleos CSR efforts, reflecting the Companys commitment to fostering an inclusive society where women have equal opportunities to thrive and succeed.

This sustained effort by Expleo is a shining example of how a company can effectively integrate its business objectives with societal needs. By doing so, Expleo not only enhances its corporate image but also sets a benchmark for others in the industry. The Companys actions speak louder than words, showcasing a clear trajectory towards a more equitable and sustainable future. It is through such dedicated CSR initiatives that companies like Expleo can leave a lasting impact on society, paving the way for a legacy that transcends the bottom line.

Key Highlights of the CSR Activities Undertaken by Expleo:

Education

a) Vidya Sagar – Education for Differently-abled children

i. Expleo has contributed towards supporting special education in Vidhya Sagar, a high school which works with school going children with disabilities 15 years and above. They conduct classes as per the guidelines in their Standard Operating Procedure and ensured to adhere to the government guidelines for schools in general. The Company has contributed towards the salaries of therapist and special education trainer of the high school students of Vidya Sagar. The therapist was responsible for physiotherapy, speech, alternative and augmentative communication training, occupation therapy, procurement and optimal utilisation of furniture, mobility and orthotic aids. Additionally, the students were also imparted with functional and life skills enabling them to explore vocations. ii. Expleo has supported Vidya Sagars Care givers training programme. This programme aims to creat a cadre of motivated and energetic support workers/ caregivers / personal attendants as they are absolutely essential and an integral part of creating support systems in the community. The Care Giver training is in partnership with the Tamil Nadu Apex Skill development Centre for Healthcare (TNASDCH). TNASDCH will be conducting the examination and giving the certificate. A Government of India certified course, certainly is coveted. The course also offer residential arrangements with boarding and lodging to at least five trainees. iii. Expleo has sponsored a school van to Vidya Sagar. The school van will cater to the transportation needs of students and facilitate a safe and comfortable commute from their residence to school with a door-to-door pickup and drop facility. Approximately four (4) wheelchair users and four (4) students can fit in the van for transportation. The school van has been enhanced with a few special features. The door has been fabricated as per Road Transport Office (RTO) norms, and a hydraulic lift has been fitted to accommodate wheelchair users.

b) Rotary Club – Smart Boards for Government Schools

i. Expleo in collaboration with Rotary Club of Taramani (NGO), has sponsored and installed 20 state-of-the-art Smart Boards in three government schools in Chennai

• Dharmamurthi Rao Bahadur Calavala Cunnan Chettys Hindu Higher Secondary School (Perambur),

• Lady Willington High School (Triplicane),

• Sri Ayyaswamy Aiyar School (Chrompet). ii. The integration of Smart Boards into educational settings marks a significant advancement in the way students engage with content and participate in the learning process. These interactive boards serve as a dynamic tool, allowing for a more hands-on approach to education. They can display a wide range of multimedia resources, facilitate real-time collaboration, and offer immediate access to a wealth of online information. iii. By incorporating Smart Boards, educators are able to cater to various learning styles, ensuring that each student can benefit from lessons that are visually rich and kinesthetically engaging.

The initiative to equip government schools with this technology is a commendable step towards reducing the digital divide and enhancing the educational experience for a large number of students, fostering an environment where technology and learning go hand in hand. iv. With this smart initiative, we are delighted to inform that we have ignited the digital journey of 1000+ government school students.

c) Diya Ghar - Education for the Children of Migrant Labourers i. Expleo has partnered with Diya Ghar, 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. ii. Expleo has supported Diya Ghars "community-based model" programme wherein new portable and prefabricated community centers are established to provide education ot the said children of migrant laborers. iii. The project included identification and training community teachers, conducting classes using Montessori Method and preparing students and their families to enroll their children in Primary Schools. d) Swadha Foundation i. Expleo has partnered with Swadha Foundation, a 12-year-old NGO based out of Bengaluru enabling rural students of class eleven to continue education up to degree level and teach them the necessary skills which makes them employable. ii. Expleo has joined them to sponsor 40 students around Tumkuru in Karnataka, the project aims to:

• Educate and empower rural girls and boys who have finished class ten and want to break free of generational backwardness by educating themselves further. Many of these students would be first generation graduates coming from poor rural families. They would be typically coming from villages or tier 2 / tier 3 towns.

• By sowing the seeds of empowerment through education, Expleo would have invested in 40 success stories. Creating a pilot for empowering women early that could be replicated across states and across countries.

e) Agastya International Foundation – Education for the underprivileged

Over the years, Expleo has been supporting Agastya International Foundation (Science Centre & Mobile Science Lab) in three schools in Chennai and one school in Bengaluru This year, Expleo has started supporting one school in Mumbai too.

i. Science (Lab on bike):

• The programmes objective is to help to catalyse local schools and educators and improve the quality of education for rural/ municipal children and teachers.

• 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

• All the beneficiaries under this project were economically disadvantaged and were students and teachers at government schools.

ii. Integrated Mobile Science Lab:

• Expleo has sponsored the "Integrated Mobile Science Lab" project, which provides 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 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.

f) A New ICT Lab Project for MKSSSs Mahilashram High School & Jr. College:

i. Expleo India recently partnered with Maharshi Karve Stree Shikshan Samstha (MKSSS) to set up an Information and Communication Technology (ICT) training lab for Mahilashram High School and Junior College, Pune. Since its inception, the school has grown into a nurturing space for students from rural backgrounds, offering quality education, well-equipped facilities, and a strong emphasis on confidence-building.

ii. The inauguration ceremony saw Mr. Prasad Satkar accompanied by Mrs. Vidya Kulkarni, Vice-Chairman, MKSSS, Mr. Pradeep Waje -Assistant Secretary MKSSS, Principal, High School unveiling the new ICT facility. Engaging with the students, Mr. Prasad Satkar encouraged them to pursue IT as a career.

iii. Designed to nurture digital literacy and advanced ICT skills, the lab will offer hands-on training to 3,643 students. iv. Details of the project:

• About 40 computers were set up to equip students in programming languages such as C, C++, scripting.

• Basic and advanced training in MS Office and drawing tools.

• Students would gain pragmatic knowledge in the areas of IT and communication. v. Expleo India takes pride in helping students get future-ready by creating channels for them to develop skills and access new ways of learning.

vi. Our collaboration with MKSSS has already seen us supporting two successful initiatives last year, and we look forward to more opportunities to make a positive impact together.

g) Building a Safe and Inclusive Learning Environment - School Building Fabrication Work Project for Jagrut Apang Sanghatana:

i. We are happy to share that Expleo teamed up with Jagrut Apang Sanghatana and executed twin projects to improve the residential school facilities for special needs students at Mahatma Phule ApangPrashikshan Kendra (MPAPK), Maan Village, Pune. Spread over an acre with 8,000 sq. ft of built-up space, MPAPK offers vocational courses for underprivileged youth with special abilities. ii. Details of the Project: y The Fabrication project:

a) Period : (June 2023 – August 2023)

b) To ensure the safety of students and staff from reptiles and trespassers.

c) Grills fixed at the entry-exit points, office area, and along the corridors of the school.

y The Flooring Project:

a) Period - July 2023 – August 2023

b) To ensure free and safe mobility

c) Granite slabs installed in all ramp areas.

d) Extensive flooring work carried out in the hostel and school corridors, office room, tailoring and cutting room, electronics, and mobile repairing room.

iii. Thanks to this upgrade, students can move more comfortably and safely within the premises.

iv. Kudos to the Jagrut Apang Sanghatanas founding team, including Shree Manav Kamble -President and Founder, Shree Nandkishor Nale - Secretary, Founder; Ms. Nalini Inamdar – Member, Founder and Shree Ganesh Jagtap – Treasurer, who were present during the inauguration.

v. We express our gratitude to Dipti Gokhale, Kalyani Pharande and Varsha Raut for their support and a special mention to Amit Raut, Neha Deshmukh and Nilesh Korde for joining the inauguration and spending quality time with the students.

Last year, we rolled out six impactful projects for MPAPK, and our commitment remains strong. Heres to building a more inclusive tomorrow.

H) Expleo funds Jagrut Apang Sanghatana for the ‘Solar Plant implementation project through ‘Payroll Giving Scheme initiative

i. Expleo has supported financially through the Payroll Giving Scheme (PGS) to Jagrut Apang Sanghatana NGO for the implementation of a solar plant project in the vicinity of Mahatma Phule Apang Prashikshan Kendra in Mann, Pune.

ii. The main objective of the project was to install a state-of-the-art solar power plant to cater the electrical load. The scope of the project includes design, engineering, supply, installation, and commissioning of solar power system on the roof of the school building.

iii. We look forward to driving many such initiatives in association with Jagrut Apang Sanghatana in the area of green initiatives to support the ‘Green Growth Strategy defined by the Government of India.

Environment a) Contribution to Siruthuli, NGO

• Rapid urbanisation has led to the depletion of forest cover. Coimbatore, which was once a place known for its salubrious climate and green cover, underwent a major transition with all the trees along major transit roads being axed. Over the years, the locals can feel the change in the climate and reduction in water availability.

• Expleo, in partnership with Siruthuli has planted 2,200 trees in the reserve site at Theethipalayam Panchayat at Coimbatore. The NGO has taken the responsibility of maintenance of the trees and has agreed to replace the saplings that do not survive.

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 as on March 31, 2024 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.

Effective from April 01, 2024, the Audit Committee was reconstituted, consequent to the expiry of the second term of 5 (five) years of Prof. K. Kumar, Prof. S. Rajagopalan and Mr. Rajiv Kuchhal, the Independent Directors of the Company. The reconstituted Audit Committee of the Company consists of the following members:

1) Mr. Narayanan Subramaniam, Chairman

2) Dr. Varadharajan Sridhar, Member

3) Ms. Lilian Jessie Paul, Member

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 judgement 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 such internal financial controls are adequate and these were operating effectively.

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 23, 2024, 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, and the Board at a separate meeting of Independent Directors held on February 06, 2024. 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, and 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. Familiarisation Programme:

The Company has a familiarisation 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 programme for Independent Directors have been updated on https://investors.expleo.com/corporate-governance/.

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 and is dealt with elsewhere in the Annual Report.

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 ten 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:

Pursuant to the provisions of Section 152(6) Act of Companies Act, 2023 and the Companys Articles of Association, Mr. Ralph Franz Gillessen (DIN: 05184138), 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.

During the financial year, Mr. Prashant Eknath Bramhankar, Whole-time Director & COO, has resigned from the Board of the Company with effect from November 9, 2023, due to personal reasons. The Board placed on record its sincere appreciation for the contribution made by him to the Company during his entire tenure with Expleo. During the year under review Mr. Desikan Narayanan, Chief Financial Officer, has resigned from the Company with effect from the closing office hours of November 30, 2023 and his last date of service was December 31, 2023. The Board placed on record its sincere appreciation for the contribution made by him to the Company during his entire tenure with Expleo. The Board appointed Mr. Periakaruppan Palaniappan as the Chief Financial Officer (Key Managerial Personnel) of the Company with effect from December 01, 2023. Consequent to the completion of second term of 5 (five) years by Prof. K. Kumar (DIN: 02343860), Prof. S. Rajagopalan (DIN: 01584674), Mr. Rajiv Kuchhal (DIN: 02257381) and Mr. Ulrich Baumer (DIN: 06763831), the Independent Directors of the Company as on March 31, 2024, the Board decided to appoint new Independent Directors in their place. The Board placed on record its sincere appreciation of the contribution made by each one of them for the growth and development of the Company over the years.

The Board of Directors at its meeting held on February 07, 2024 recommended to the members for approval of Mr. Narayanan Subramaniam - (DIN : 00166621), Dr. Srivardhini Keshavamurthy Jha - (DIN : 06373409) and Dr. Varadharajan Sridhar - (DIN : 00082156) as Independent Directors(Non-Executive) of the Company, for a period of 5 (five) years with effect from April 01, 2024 and who shall hold office up to March 31, 2029, not 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. Narayanan Subramaniam -(DIN:00166621), Dr. Srivardhini Keshavamurthy Jha -(DIN:06373409) and Dr. Varadharajan Sridhar -(DIN:00082156) as Independent Directors (Non-Executive) of the Company was completed and the result of the Postal Ballot was announced on Thursday, March 21, 2024.

The Board of Directors at its meeting held on June 14, 2024 and based on the recommendation of Nomination and Remuneration Committee of the Company, approved the appointment of Ms. Shalini Kalsi Kamath (DIN: 06993314) as Additional Director (Non-Executive, Independent) with effect from June 14, 2024 and shall hold office upto the date of ensuing Annual General Meeting of the Company. Further, the Board approved the appointment of Ms. Shalini Kalsi Kamath (DIN: 06993314) as Independent Director (Non-Executive) of the Company with effect from June 14, 2024 and shall hold office up to June 13, 2029 (term of 5 years), not liable to retire by rotation, subject to the approval by the Members in the ensuing Annual General Meeting of the Company.

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. Internal Auditor

During the year under review the tenure of M/s. V. Chandrasekharan and Associates, Chartered Accountants the existing Internal Auditor of the Company came to end on March 31, 2024.

Your Company has appointed M/s. Sundaram & Srinivasan, Chartered Accountants (Firm Reg No.004207S) as Internal Auditor of the Company, for a period of 2 (two) years with effect from April 1, 2024 till March 31, 2026.

36. Statutory Auditors:

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, are the Statutory Auditors of the Company. They were re-appointed in the 24^th Annual General Meeting and will hold office till the conclusion of 29^th Annual General Meeting of the Company. The report issued by the Auditors to the members for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark, or disclaimer. Auditors reported no frauds under sub-section (12) of Section 143.

37. 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.

38. 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 (practising Company Secretaries, COP No.8196) as the Secretarial Auditor of the Company in the Board Meeting held on May 25, 2023, for the financial year 2023-24. 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).

39. Significant and Material Orders Passed by the Regulators, Courts, or Tribunals:

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.

40. 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 the 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 thus helping us to explore areas of opportunity to set Expleo on the path towards creating an organisational culture where we drive excellence with empathy.

Key Highlights of 2023 Survey Results:

• GPTW score for 2023 is 80% (+2 from 2022). Target set was 75%

• 77% of employees believe that Expleo will act on the survey results (+1% from 2022)

• 84% of employees believe that Expleo is a great place to work (+3% from 2022)

• 85% of employees are proud to tell others that they work with Expleo

• Expleo is certified as a Great Place to Work organisation for Jan 2024 – Jan 2025

Strategic L&D:

Our core focus lies in cultivating the essential capabilities, skills, and competencies required to align with the organisations strategic objectives and key business priorities. Through targeted learning and development initiatives, we empower our workforce to meet evolving demands and drive sustainable success.

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

a) Talent attraction and retention.

b) Developing people capabilities.

c) Motivating and 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 Programme (HTD)

b) Certification Reimbursement Policy

c) Individual Development Plan (IDP)

d) Trainer Incentive Programme (TIP)

e) Self-Learning Enablement

f) Expert Connect Sessions

g) Role Based Learning

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) First Time Manager Programme

b) Leadership Enhancement Action Programme (LEAP).

c) Leadership Excellence Programme (LEP) – Unleash the Talent in Others by Dale Carnegie

d) Accelerated Leadership Programme (ALP) – IIM Indore

e) Executive Coaching Programme

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) Training for On-site employees.

d) TGIF (Thank God Its Friday).

e) Readers Loft.

f) Management Development Programme.

g) Digital Badges - Rewards for Learning & Certification Accomplishments.

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 – Coursera & Udemy Learning Platforms.

b) Technology Lab for Hands-on Practice

c) Expert Connect Session.

d) Knowledge Sharing Sessions.

e) Learning Assessment & Measurement Platforms – IKM

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 behaviors, 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 and values of the Expleo culture.

Here are our key programmes that build employer brand:

a) Diversity and Inclusion (D&I) Initiatives

b) Leadership Development Programme.

c) Digital Badges for Publishing on Social Channels - Rewards for Learning Accomplishments.

Key Achievements: Soft Skills:

Business Communication Skills: Achieved full participation and completion with a 100% success rate, enhancing employees ability to communicate effectively in various business contexts.

STEP-UP: Successfully engaged 80% of invited employees in the program, empowering them with skills to advance in their careers and contribute effectively within their roles.

CEP – Communication Excellence Programme: Attained an impressive completion rate of 88%, demonstrating a commitment to fostering excellence in communication across all organisational levels.

Toast Masters: Achieved a 66% participation rate among employees from all grades, promoting the development of public speaking and leadership skills in a supportive environment.

IDP (Individual Development Programme): Implemented a comprehensive programme reaching employees across different grade levels, with a remarkable 96% completion rate, indicating strong commitment to individual growth and development.

Language Training (Speexx Platform): Successfully facilitated language training in multiple languages, with a 71% certification rate, enhancing employees linguistic abilities and enabling effective communication in diverse settings.

Cross Cultural Communication Skills: Achieved 100% participation in the programme, equipping employees with the skills to navigate and communicate effectively in multicultural environments.

Leadership Skills:

FTM (First Time Manager): Successfully onboarded and trained a cohort of first-time managers, equipping them with the necessary skills and knowledge to excel in their new roles, thus ensuring a smooth transition and effective leadership within the organisation.

LEAP (Leadership Enhancement Action Programme): Implemented the LEAP initiative, aimed at enhancing leadership capabilities among managers. Through tailored training and development interventions, participants gained valuable insights and strategies to drive organizational success through effective leadership practices.

LEP (Leadership Excellence Programme) by Dale Carnegie: Partnered with Dale Carnegie to deliver the Leadership Excellence Programme, empowering Senior managers to maximise their potential and inspire high performance within their teams. The program emphasized practical tools and techniques for effective leadership in todays dynamic business environment.

ALP (Accelerated Leadership Programme) by IIM Indore: Collaborated with the prestigious IIM Indore to offer the Accelerated Leadership Programme, designed to accelerate the development of high-potential leaders within the organisation. Participants underwent rigorous training and coaching to hone their leadership skills and prepare them for senior leadership roles.

Dr. Marshall Goldsmith – Executive Coaching Programme: Implemented the Executive Coaching Programme led by renowned leadership coach Dr. Marshall Goldsmith. Through personalised coaching sessions, senior executives received expert guidance and support to address specific leadership challenges, drive personal growth, and achieve their professional goals.

Lumina Spark - Assessment for Leaders: Introduced the Lumina Spark assessment tool to evaluate and enhance leadership effectiveness within the organization. By gaining insights into individual strengths, preferences, and potential blind spots, leaders were better equipped to adapt their leadership styles and foster greater collaboration and performance within their teams.

Learning Metrics Achieved:

• Total learning hours : 1,72,587 (April 2023 to March 2024)

• Average learning hours per employee : 40.2 hours (against a 40-hour target)

• Self-learning hours : 1,03,271 hours (60% of total hours)

• Unique no. of associates trained (headcount active) : 4,359

• Total Certifications : 6,293 o Expert Connect Sessions:

Successfully published conducted over 15 sessions, drawing an attendance of more than 500 participants. These sessions facilitated direct access to subject matter experts, fostering knowledge exchange and professional development across the organisation.

o Knowledge Sharing Sessions: Conducted over 20 sessions reaching out to a broad audience of 1,000+ employees. These sessions served as valuable platforms for sharing insights, best practices, and expertise, enriching the collective knowledge base and promoting collaboration and learning among peers.

These achievements collectively demonstrate the organisations dedication to fostering a culture of continuous learning, skill development and growth for its employees, ultimately contributing to enhanced performance and success.

41. Quality, Technology and Systems: Engineering,Technology and Consulting:

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, AS 9100D, TISAX, PCI DSS and SSAE 18/ISAE3402 certifications.

ISO 9001:2015 (Quality Management System)

All offshore centers of the Company are certified for Quality Management System (ISO 9001:2015).

The Company has adopted a 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 quality management system to deviate from the planned results, put in place preventive controls to minimise 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 reorganisation.

ISO 27001:2013 (Information Security Management System)

All offshore 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 organisation. Its establishment and implementation are influenced by the organisations needs and objectives, security requirements, processes used and 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 it from any disruptions if and when they happen.

The information security management system in the Company preserves the confidentiality, integrity and availabilityofinformationbyapplyingariskmanagement process and gives confidence to interested parties. The information security management system helps the Companys business in many ways – safeguarding the Companys information assets, demonstrating to external stakeholders how secure the Company information is, staying ahead of new information security risks and opportunities and thereby supporting Companys development and growth.

The information security management system is integrated with the organisations 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 (International Standard on Assurance Engagements):

The offshore testing and development centre of the Company at Chennai & Coimbatore 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 and development services and related general computer controls for the services provided to clients. The assessment report illustrates the positive effects of a properly functioning andarticulatedcontrolenvironmentonanorganisations senior management and clients. The Company has been assessed for the past Eight 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 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 Companys Chennai locations are 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.

AS9100D (Aerospace Quality Management System)

The company at Bangalore location is certified to Aerospace standard AS9100D certification.

The organization holds the prestigious AS9100D certification, signifying its commitment to excellence in the aerospace industry. AS9100D encompasses rigorous quality management standards specifically tailored for aviation, space, and defense products and services. By adhering to AS9100D guidelines, the Company ensures safety, reliability, and operational efficiency. This certification not only enhances its global recognition but also fosters continual improvement, making it a preferred partner for aerospace clients and suppliers worldwide.

The Company ensures that it has robust quality management systems in place with AS9100D certification. Many aerospace manufacturers and suppliers prefer working with certified partners, making AS9100D crucial. This certification is recognised worldwide and opens doors to large Original Equipment Manufacturers (OEMs). It provides a framework for continual improvement, enhancing overall efficiency. It is essential for any aerospace-related company aiming to improve quality, cost, and delivery performance while adhering to industry-specific requirements.

TISAX Certification (Trusted Information Security Assessment Exchange)

The Automotive Business unit of the Company at Bengaluru and Pune locations are certified to TISAX certification.

TISAX is a specialised information security standard designed specifically for the automotive industry. It ensures that sensitive data remains secure throughout the entire production process TISAX certification validates an organisations information security system, ensures compliance with security requirements, and fosters trust within the automotive industry. The Companys TISAX compliance gain a competitive edge, as it demonstrates its commitment to data security and reliability to potential customers.

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

The Company is empanelled by CERT-In for providing information Security Auditing Service.

Compliance to Data Protection Laws:

Data protection is a significant concern for organisations 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 recognised as more and more social and economic activities become online. When it comes to data protection, different countries have enacted different 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 also have 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 organisational 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 organisational measures to protect data but also implemented processes for regular monitoring to protect itself from data breaches.

42. 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 for the financial year 2023-24. 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 so far for the financial year 2023-24.

43. Listing Fees:

The Company confirms that it has paid the annual listing fees for the financial year 2023-24 to both National Stock Exchange of India Limited and BSE Limited.

44. 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 Board of Directors of Expleo Solutions Limited

Ralph Franz Gillessen

Chairman and Non-Executive Director

DIN : 05184138

Place: Cologne, Germany

Date : June 14, 2024