Expleo Solutions Ltd Directors Report

The Company is pleased to present its business and operations report for the year ended March 31, 2025.

1. Financial Highlights for the Year Ended March 31, 2025:

	(Rs. in Millions)		(Rs. in Millions)
	Consolidated		Standalone
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Income	10,410.00	9,723.83	10,351.40	9,683.66
Cost of material consumed and	74.80	49.84	74.80	49.84
other direct costs
Employee benefits expense	6,078.57	5,748.37	5,273.33	5,295.67
Depreciation and amortisation	393.07	336.66	386.34	330.33
expenses
General, administrative, and other	2,418.94	2,367.13	3,381.66	2,903.18
expenses
Finance cost	33.22	26.09	33.22	25.96
Total expenses	9,017.60	8,528.09	9,168.35	8,604.98
Profit/(loss) before exceptional	1,392.40	1,195.74	1,183.05	1,078.68
items Exceptional items
Exceptional items	-	-	95.71	-
Profit before tax	1,392.40	1,195.74	1,287.76	1,078.68
Tax expense	359.97	291.35	325.32	267.68
Profit after tax	1,032.43	904.39	953.44	811
Other comprehensive income	(9.51)	(17.60)	(5.97)	(15.32)
Total comprehensive income	1,022.92	886.79	947.47	795.68
Earnings per equity share	66.52	58.27	61.43	52.26
(Per value of Rs. 10/- each)
Basic (Rs.)
Diluted (Rs.)	66.52	58.27	61.43	52.26

2. Business and Operations Review:

Total operating revenue was Rs. 10,247.96 Mn for the financial year 2024-25, which increased by 6.21% over the previous years Rs. 9,648.70 Mn. Total comprehensive income stood at Rs. 947.47 Mn (9% of total income) against the previous years Rs. 795.68 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 increasing to 36% from 34% in the previous year. The Europe business contributed to

51% of the Companys revenue from operations (vs. 54% in the previous year), while the US contributes to 13% (vs. 12% in the previous year). The proportion of on-site to offshore revenue from operations stood at 65% to 35% compared with 77% to 23% in the previous year.

During the year under review, new client acquisition contributed 0.83% to the revenue from operations. The repeat business from existing clients is 99.17% of the revenue from operations compared to 94% in the previous year. For the financial year 2024-25, the revenue from Group clients was 34%, as compared to 34% in the previous

financial year. On the practice front, the Company saw 25% growth in Banking, followed by Insurance that grew by 27%, Retail & Consumer Goods by 51% and Card & Payment by (1.64%).

As of March 31, 2025, the standalone entitys employee strength was 3,817 (consolidated entity 3,948) compared to 4,208 (consolidated entity 4,291) in the previous year. Women employee strength reduced to 1,263 (31.99%) for the consolidated entity from 1,381 (32.18%) in the previous year and attrition stands at 24% from the previous years 21.85%.

3. Capital Expenditure:

During the financial year 2024-25, the Company added Rs.226.18 Mn to its gross block with capital expenditure, which comprises Rs. 180.65 Mn on building and lease, Rs. 16.52 Mn on technology infrastructure, Rs. 19.48 Mn on physical infrastructure and the balance Rs. 9.53 Mn on intangible asset addition.

4. Liquidity:

The Company continues to maintain comfortable cash balances to meet its strategic objectives. The liquid assets stood at Rs. 1,935.04 Mn at the end of the year against Rs. 1,295.84 Mn in the previous year. The Companys cash balance increased to Rs. 2053.29 Mn from previous years Rs. 1,325.30 Mn.

5. 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.

6. Net Worth:

As of March 31, 2025, the Companys net worth stood at Rs. 5,621.39 Mn against Rs. 5,449.91 Mn at the end of the previous financial year.

7. Dividend:

During the financial year 2024-25, the Company has declared Interim Dividend of Rs. 50/- per equity share (500% on face value of Rs. 10/- each) on February 06, 2025, which was paid on February 27, 2025.

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/ Dividend-Distribution-Policy-1.pdf

8. Transfer to Reserve:

Your Company does not propose to carry any amount to reserves, during the financial year ending March 31, 2025.

9. 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 LLC, Dubai e) Expleo Solutions Arabia Limited, Saudi Arabia During the period under review, your Company has registered a Wholly Owned Subsidiary ("WOS") in the name of Expleo Solutions Arabia Limited with Ministry of Investment and Ministry of Commerce in Kingdom of Saudi Arabia (KSA) on January 23, 2025 and March 12, 2025 respectively , to provide Information Technology Enabled Services with the objective to address the requirements of clients.

During the period under review, your Company closed its existing subsidiary Company, Expleo Solutions FZE, UAE, on March 24, 2025, due to its non-operation. All services to the existing clients in the region will be provided by Expleo Solutions LLC, Dubai, a wholly-owned subsidiary of the Company.

The Companys Board of Directors reviewed the affairs of the wholly owned subsidiaries for the financial year 2024-25. 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 Training Centre in Coimbatore.

10. Annual Return:

The Annual Return in Form MGT-7 for the financial year ended March 31, 2025, 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.

11. Number of Meetings of the Board:

The Board met six times during the financial year ended March 31, 2025. The said meetings were held on May 23, 2024, June 14, 2024, August 1, 2024, November 14, 2024, February 6, 2025, and February 24, 2025.

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.

12. 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.

13. Business Responsibility and Sustainability Report:

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

14. 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.

15. 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

BOARDS REPORT

Requirements) Regulations, 2015, as amended. There has been no change in this policy sincethe last financial year. The Corporate Governance Report covers the details disclosed on the Company website: https://investors. expleo.com/wp-content/documents/Policy-on-Remuneration-of-Directors-KMPs-SMPs.pdf

16. 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. Company has registered a Wholly Owned Subsidiary ("WOS") in the name of Expleo Solutions Arabia Limited with Ministry of Investment and Ministry of Commerce in Kingdom of Saudi Arabia (KSA) on January 23, 2025, and March 12, 2025, respectively. to provide Information Technology Enabled Services with the objective to address the requirements of clients. The Company has the following investments in its wholly owned subsidiaries as specified under Section 186 of the Companies Act, 2013:

Rs. in Millions

	March 31,	March 31,
Particulars
	2025	2024
Unquoted equity instruments
(in subsidiaries)
100,000 equity shares	2.66	2.66
(Previous year - 100,000
equity shares) of SGD 1/- each
in Expleo Solutions Pte. Ltd.,
Singapore
3,000 equity shares (Previous	4.62	4.62
year - 3,000 equity shares)
of USD 0.01/- each in Expleo
Solutions Inc., the USA
350,000 equity shares	24.17	24.17
(Previous year - 350,000
equity shares) of GBP 1/- each
in Expleo Solutions UK Ltd.,
the UK
Nil equity shares (Previous	-	8.70
year - 600 equity shares) of
AED 1,000/- each in Expleo
Solutions FZE., the UAE
150 equity shares (Previous	3.37	3.37
Year: Nil) of AED 1,000/- each
in Expleo Solutions LLC,
Dubai
93,900 equity shares*	-	-
(Previous Year: Nil) of SAR
10/- each in Expleo Solutions
Arabia Limited, Kingdom of
Saudi Arabia

**Expleo Solutions Arabia Limited with Ministry of Investment and Ministry of Commerce on January 23, 2025, and March 12, 2025, respectively. The Company is in the process of completing the regulatory formalities to transfer the initial capital and commence the operations.

17. Particulars of Contracts or Arrangements with Related Parties:

During 2024-25, 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 29, 2024. 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/Policy-on-Materiality-of-Related-Party-Transactions.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.

18. 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.

19. 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 2024-25, an amount of Rs. 3,88,240/-, which was lying in the Final Dividend account pertaining to the year 2016-17, and an amount of Rs. 1,23,3632/- lying in the Interim Dividend account pertaining to the year 2017-18 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 2024-25, the Company had transferred 405 shares pertaining to Unpaid Final Dividend – 2016-17 and 979 shares pertaining to Unpaid Interim Dividend – 2017-18 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.

20. 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, retrofit VFD panels for chillers, AMC, preventive maintenance, monitoring operations of

ACs, 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 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 energy saving initiatives. We do celebrate World Environment Day, Safety Week and Earth Hour. 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 to achieve net zero.

(iii) Capital investment on Energy Conservation Equipment: 5.75% of total asset addition during the year 2024-25.

(B) Research & Development and Technology Absorption:

(i) Easy Connections: Easy Connections is a connector platform to pull the metadata about data and analytics assets from an 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. We have developed connectors to Dataiku for capturing the details of the data and analytics/AI/ML use cases in Dataiku to Collibra.

(ii) Expleo.ai: Expleo.ai is a platform built as a centralised data analytics and AI hub organisation based on best practices of data analytics and AI. This is based on the VM and Databricks based infrastructure for ML development and productionising. The platform also has multiple ready to use industry specific analytics, ML, AI and Gen-AI use cases that can help accelerate solutioning and implementation.

(iii) CII Top 20 Most Innovative Company, 2024 Award:

Expleo was awarded as "Top 20 Innovative Company" in India at CII Industrial Innovation Awards 2024. This award is a testament to Expleos focused and effective innovation programmes like BrightMinds, I-Square, Innovation Jam and Global Hackathons. Expleos focus on Impactful Innovation has helped generate significant valuable innovations across industries, and this award honours the efforts for the same.

(iv) Sophia: Expleo Sophia is a game changer. When a requirement is inputted into Sophia either in Agile or traditional waterfall, Sophia will verify and validate the requirement and generates the manual/ functional test cases. Sophia saves cost, time and effort that would otherwise be spent on designing manual test cases. Its a comprehensive solution that uses GenAI and revolutionises the entire testing process, starting with requirements engineering, creation of manual test cases and Gherkin format. It is a shift left approach of scrutinising requirements for syntax, semantics, ambiguity, duplicates, and contradictions, ensuring nothing slips through the cracks. These test cases are then ready to be leveraged for automation scripts, making the development process smoother and faster if the glue code is available.

(v) Teresa: Teresa is an AI automation tool that helps to automate web, mobile and API which accelerates delivery and quality.

(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. 10,029.56 Mn (previous year Rs. 8,793.96 Mn) whereas foreign exchange outgo during the year in terms of actual outflows was Rs. 4,430.62 Mn (previous year Rs. 3,052.45 Mn).

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

21. Risk Management:

Expleo is committed to effectively managing its operational, financial and other risks to achieve a balance between acceptable levels of risk and reward. Expleo 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 Expleo 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 Expleo 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 timely key information to make risk-informed decisions.

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

The key categories of risks identified are:

• Strategic: Any risk that impacts Expleos strategy and makes it less effective/ineffective; could be technology changes, new competitors, change in customer demand etc.

• Financial: Risks relating specifically to the money flowing in and out of the 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: Risks relating to IT security, cyber risks, information security incidents, data protection and BCP

• Reputational: Risk relating 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 Expleo includes identification, assessing, monitoring and mitigating various risks through a process that has comprehensively evolved over the years.

The ERM of Expleo comprises policy, 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, Expleo has clearly defined the responsibility and authority of the 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 considering the day-to-day needs of Expleo.

Regular communication and the review of risk management practice provides Expleo with important checks and balances to ensure the efficacy of its risk management programme. Risk Management Committees are established consisting of senior members of Expleo 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, AS9100 and ISO 27001 standards, including SOC audits.

• Periodic audits of compliance with other regulatory frame works.

• Monitoring and tracking of compliance of applicable laws for Expleo 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, Expleo has developed comprehensive internal financial control processes and procedures that could effectively mitigate the overall organisational risks.

22. 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.

23. 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. 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. 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 educationthroughVidyaSagar,ahighschoolwhich works with children with disabilities, of school going age 15 years and above. They conduct classes as per the guidelines in their Standard Operating Procedure and ensure to adhere to the government guidelines for schools in general. The Company contributed towards 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 utilisation of furniture, mobility and orthotic aids. Additionally, the students were also imparted with functional and life skills enabling them to explore vocations. ii. The Company has supported Vidya Sagars Care givers Training Programme. This programme aims at creating 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 TNASDCH, the Tamil Nadu Apex Skill Development Centre for Healthcare. TNASDCH will be conducting the examination and giving the certificate. A Govt of India certified course certainly is coveted. The course also offers residential arrangements with boarding and lodging to at least five trainees. iii. The Company has sponsored a school van last year and this year has sponsored the purchase and installation of a hydraulic lift. The school van is equipped with hydraulic lift, secure seating, and has trained staff to assist children with various needs during transportation. The installation of this lift will significantly improve the safety, comfort, and accessibility for the students who use wheelchairs or have limited mobility. iv. The Company has also supported the Building Maintenance Project to ensure the structural integrity and safety of the building, update and repair accessibility features to maintain inclusivity and present a welcoming, safe, and functional environment for persons with disabilities. b) Rotary Club – Smart Boards for Government Schools i. Expleo in collaboration with Rotary Club of Taramani (NGO), has sponsored and installed ten state-of-the-art Smart Boards at Lady Willington High School, Triplicane (government school in Chennai). 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 kinaesthetically 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 centres 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 centres are established to provide education for the children of migrant labourers. iii. The project included identification and training community teachers, conducting classes using Montessori method, preparing students and their families to get them enrolled in Primary Schools. d) Swadha Foundation i. Expleo has partnered with Swadha Foundation, a 12-year-old NGO based in Bengaluru, enabling rural students of class eleven to continue education up to degree level and teaching them skills to make them employable. ii. Expleo has sponsored 40 students around Tumkuru in Karnataka. The aims of this project are:

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

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

e) Agastya – Education for the Underprivileged

Over the years, Expleo has been supporting Agastya (Science Centre and Mobile Science Lab) in two schools in Chennai, two schools in Mumbai and one school in Bengaluru.

i. Mobile Science Lab (Lab on Bike):

• The programme objective was to help catalyse local schools and educators and improve the quality of education for rural/municipal school 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 Science Lab :

• The Company sponsored the "Integrated Mobile Science Lab" project, which provided students exposure to design thinking, resulting in them 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) Siruthuli – Post Graduate Programme for the Underprivileged

• The Company is implementing a CSR initiative on skill development in partnership with the NGO Siruthuli, (partners with SmartCliff Learning Solutions, Coimbatore), Through this programme the Company sponsored 43 students from economically disadvantaged backgrounds for MCA and ME programmes. Apart from the PG programme, the students will be equipped with industry-ready skills, ensuring they become confident professionals.

g) Maharshi Karve Stree Shikshan Samstha - Development of Computer Lab for Vidyapeeth High School

• The Company has sponsored the development of a computer lab for Vidyapeeth High School, to facilitate computer education as well as a wide source of information online for school students.

• The computer lab will give a blended and e-learning experience to students, in the classroom and online. Also, the school plans to design new IT skill courses in line with NEP.

• The state of the art computer lab has 30 computers with the latest configuration, which will add value to the students knowledge and enhance their learning experience.

h) Procurement of School Van for Jagrut Apang Sanghatana Sanchalits Mahatma Phule Apang Prashikshan Kendra, (MPAPK) Pune

• The Company has supported the procurement of a Maruti Suzuki Eeco Van to enhance the transportation facilities for the students studying in MPAPK. This project aims to provide safe, reliable, and comfortable transportation for the students and staff members, thereby improving their travel planned for various educational and extracurricular activities.

• This also results in better participation of the students in school programmes, field trips, sporting games and community events where they can leverage usage of Eeco van whenever needed.

Environment i) 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 NGO Siruthuli, has planted 2200 trees in the reserve site at Theethipalayam Panchayat at Coimbatore last year. This year we have supported the NGO for the maintenance of the trees and plants.

RESEARCH & DEVELOPMENT

j) Contribution to Indian Institute of Technology (IIT) Chennai

• The company is supporting IIT Chennais Intrusion Monitoring of Gas Pipelines for Sustainable Smart Cities project. This project is a study on intrusion monitoring as well as leak detection in urban gas pipelines using a distributed fibre sensing system as part of a CSR initiative.

• Social benefits: In the event of construction activity near the pipeline, the fibre optic system will detect the accurate location of digging and raise an alarm so that any damage to the pipeline infrastructure can be averted. The system will detect the presence of heavy equipment in the immediate vicinity of the pipeline even before digging commences, thus increasing the ability of the pipeline operator to prevent any pipeline damage. This, in turn, will ensure safe and secure supply of gas to individual households thereby paving the way for sustainable smart cities.

24. 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, 2025, are:

1) Mr. Narayanan Subramaniam, Chairperson

2) Dr. Varadharajan Sridhar, Member

3) Dr. Srivardhini Keshavamurthy Jha, Member During the year, the Board accepted all recommendations of the Audit Committee.

25. 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 Chairperson. 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/Whistle-Blower-and-Report-Management-Policy.pdf

26. 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.

27. 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 22, 2025, 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, Chairperson, and the Board at a separate meeting of Independent Directors held on March 19, 2025. 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.

28. 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.

29. Familiarisation Programme:

The Company has a familiarisationprogrammefor 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/.

30. 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/Policy-for-Determining-Material-Subsidiaries.pdf and is dealt with elsewhere in the Annual Report.

31. Particulars of Employees:

The Company is required to give disclosures relating to remuneration under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as Annexure-IV and forms an integral part of this Report.

The statement containing top ten employees on roll and particulars of employees employed throughout the year whose remuneration is more than Rs. 102 lakhs or more per annum and employees employed part-time and in receipt of remuneration of Rs. 8.5 lakhs or more per month as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forms an integral part of this Report. However, the same is not being sent along with this Annual Report to the members of the Company in line with the provision of Section 136 of the Act. Members interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing AGM during business hours on working days.

32. 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. 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.

During the financial year, Mr. Narayanan Subramaniam - (DIN: 00166621), Dr. Srivardhini Keshavamurthy Jha (DIN: 06373409) and Dr. Varadharajan Sridhar - (DIN: 00082156) were appointed as Independent Directors (Non-Executive) of the Company, for a period of 5 (five) years with effect from April 01, 2024, and shall hold office up to March 31, 2029, and 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.

During the financial year, Mr. Balaji Viswanathan, (DIN: 06771242), Managing Director & CEO (Key Managerial Personnel), expressing his desire not to seek re-appointment at the end of his term on August 31, 2024, has resigned from the Board of the Company with effect from closing business hours from August 31, 2024. 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 of Directors at its meeting held on August 1, 2024, and based on the recommendation of Nomination and Remuneration Committee of the Company, approved the appointment of Mr. Phani Tangirala, holding DIN: 01871595, as the Managing Director & Chief Executive Officer (Key Managerial Personnel) of the Company, for a period of 3 (three) years, with effect from August 1, 2024, to July 31, 2027. The members of the Company approved the appointment of Mr. Phani Tangirala, holding DIN: 01871595, as the Managing Director & Chief Executive Officer (Key Managerial Personnel) of the Company, for a period of 3 (three) years, with effect from August 1, 2024, to July 31, 2027, on August 29, 2024.

Consequent to her completion of second term of 5(five) years, Ms. Lilian Jessie Paul (DIN: 02864506), ceased to be an Independent Director of the Company as on October 29, 2024. The Board placed on record its sincere appreciation of the contribution made by her for the growth and development of the Company over the years.

33. 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.

34. Statutory Auditors:

M/s. Deloitte Haskins & Sells, Chartered Accountants, are the Statutory Auditors of the Company. They were appointed in the 26^th Annual General Meeting and will hold office till the conclusion of the 31^st Annual General Meeting of the Company. The report issued by the Auditors to the members for the financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remark, or disclaimer. Auditors reported no frauds under sub-section (12) of Section 143.

35. 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.

36. 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 February 06, 2025, with effect from April 1, 2025, for a period of 5 (five) years. 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).

37. 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.

38. Human Potential:

The Company emphasises 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 2024 Survey Results:

• GPTWscorefor2024is72%with93%participation rate.

• 91% of employees believe that Expleo is a physically safe place to work.

• 80% of employees believe that Expleo treats all employees fairly, regardless of gender.

• 78% of employees are proud to tell others that they work with Expleo.

• Expleo India and Expleo UAE are certified as Great Place to Work organisations for Nov 2024 – Nov 2025.

Strategic L&LD (Learning & Leadership Development):

Our primary responsibilities are to develop workforce capabilities, skills, and competencies the organisation needs to align with key business priorities.

The Strategic L&LD role spans across the following key areas: Talent Attraction and Retention:

Developing workforce capabilities aligned with business priorities by offering career paths and professional development opportunities.

Developing People Capabilities:

Focused on future leaders through structured leadership development programmes at various levels.

Motivating and Engaging Employees:

Conducting initiatives to foster motivation, engagement, and recognition of learning accomplishments.

Driving Culture of Continuous Learning:

Promoting a learning mindset through upskilling and reskilling initiatives supported by platforms such as Coursera, Udemy, LinkedIn Learning, etc.

Employer Brand Creation:

Enhancing Expleos brand as an employer of choice by investing in employee development, reinforcing values and building workplace behaviour.

Mandatory Trainings:

Ensuring all employees meet compliance through global onboarding and mandatory training programmes such as Information Security, Anti-Bribery & Anti-Corruption, and Data Protection.

We also cover POSH and QMS.

All L&D initiatives, programmes, and interventions are closely aligned with the strategic spans outlined above. These initiatives are purposefully designed to support Expleos vision, business goals, and long-term sustainability through a competent and future-ready workforce.

Strategic Learning & Leadership Development at Expleo

At Expleo, Learning & Leadership Development (L&LD) plays a vital strategic role in aligning workforce capabilities with the organisations long-term vision and business goals. Through focused L&D initiatives, we empower employees to adapt, grow, and excel in a dynamic business environment.

Strategic Pillars of L&D

Our L&D strategy is built around five core focus areas:

1. Talent Attraction & Retention

2. Developing People Capabilities

3. Motivating and Engaging Employees

BOARDS REPORT

4. Driving Culture of Continuous Learning

5. Employer Brand Creation

1. Talent Attraction and Retention

We are committed to investing in our employees professional development and providing them with structured career growth paths. This helps them stay agile and competitive amid evolving job roles and project needs.

Key Initiatives:

• Graduate Training Programme (HTD – Hire, Train, Deploy)

• Certification Reimbursement Policy

• Individual Development Plan (IDP)

• Trainer Incentive Programme (TIP)

• Self-Learning Enablement

• Expert Connect Sessions

• Role-Based Learning Journeys

• Training Retention Agreement (HIPOTS)

2. Developing People Capabilities

To develop future leaders, we offer leadership programmes tailored to different career stages and management levels.

Leadership Development Programmes:

• First Time Manager (FTM)

• Leadership Enhancement Action Programme (LEAP)

• Leadership Excellence Programme (LEP) by Dale Carnegie

• Accelerated Leadership Programme (ALP) with IIM, Indore

• Executive Coaching Programme

3. Motivating and Engaging Employees

We strive to create an environment that encourages continuous learning and celebrates achievement.

Engagement & Recognition Initiatives:

• NJOP (New Joiner Orientation Programme)

• Technical & Domain Upskilling

• Training for On-site Employees

• TGIF (Thank God Its Friday)

• Readers Loft

• Management Development Programme

• Digital Badges for Learning & Certification

4. Driving a Culture of Continuous Learning:

Expleo promotes lifelong learning through curated resources, hands-on labs, and expert-led knowledge-sharing.

Key Programmes:

• Access to Coursera, Udemy & LinkedIn Learning

• Remote-access Technology Lab for hands-on learning

• Expert Connect Sessions

• Knowledge Sharing Sessions

• Learning Assessment Platforms (e.g., IKM)

5. Employer Brand Creation

Our continuous learning ecosystem positions Expleo as an employer of choice. We cultivate an environment that fosters capability development, cultural alignment, and long-term career success.

Brand-enhancing Programmes:

• Diversity & Inclusion (D&I) Initiatives

• Leadership Development Programmes

• Digital Badges for Social Recognition of Learning

Mandatory Training Framework

Expleo upholds the highest standards of compliance and ethics through a well-defined mandatory training ecosystem.

Framework Highlights:

• Global Onboarding Programme for all new hires

• Annual mandatory modules on:

? Information Security

? Data Protection

? Anti-Bribery & Anti-Corruption

? Competition Law

? POSH (Prevention of Sexual Harassment)

? QMS (Quality Management System)

2024-25 Completion Rate: 99% Key Accomplishments (2024–2025) Soft Skills

• 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 an 80% 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 90% completion rate, indicating strong commitment to individual growth and development.

• Language Training (Speexx Platform):

Successfully facilitated language training in multiple languages, with a 75% certification rate, enhancing employees linguistic abilities and enabling effective communication in diverse settings.

• Cross Cultural Communication Skills: Achieved 90% participation in the programme, equipping employees with the skills to navigate and communicate effectively in multicultural environments.

Leadership Development

• 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 organisational 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 programme emphasised 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.

• Lumina Spark - Assessment for Leaders: Introduced the Lumina Spark assessment tool to evaluate and enhance leadership effectiveness within the organisation. 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.

Technical Skills Focus areas include:

• AI/ML, Cloud (AWS, Azure, Google), Cybersecurity

• Industry 4.0, IIOT, Digital Twin, Smart Manufacturing

• Programming (Java, Python), Data Analytics, Automation

Domain Expertise

Training in platforms such as:

• Guidewire, FinAstra, Finacle

• Banking, Payments, Treasury, Insurance

• Airbus ME3s, TSYS, Motor domain

Testing & Tools

• Certified AI Tester (CTAI), ETL, Automation & Agile Testing

• Tools: Selenium, BDA Cucumber, Dynatrace, Playwright, TOSCA, Jira, SA Lean PLM

Process & Methodologies

• Agile / Scrum, SAFe, Kanban

• Project & Program Management (PMP, MSP)

Learning Metrics (2024–25)

Metric	Value
Total Learning Hours	173,959
Average Learning Hours	42 hrs. (vs. 40-hr target)
per Employee
Self-learning Hours	120,730 (69% of total)
Unique Learners (Active	3,878
Headcount)
Total Certifications	9,534
Earned

Knowledge Sharing Highlights

? Expert Connect Sessions: Successfully published over 20+ sessions, drawing an attendance of more than 600 participants. These sessions facilitated direct access to subject matter experts, fostering knowledge exchange and professional development across the organisation.

? Knowledge Sharing Sessions: Conducted over 25 sessions reaching out to a broad audience of 1000+ 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.

Conclusion

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.

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

Expleo 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 quality, 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 QMS and ISMS. 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 9100, ISO 17025, TISAX, PCI DSS and SSAE 18/ISAE3402 certifications.

ISO 9001:2015 (Quality Management System)

All offshore centres of Expleo are certified for Quality Management System (ISO 9001:2015).

Expleo has adopted quality management system to improve its overall performance and provide a sound basis for sustainable development activities. Expleo promotes adopting a process approach when developing, implementing and improving the effectiveness of a quality management system to enhance customer satisfaction by meeting their requirements. This enables Expleo to plan its processes and their interactions. This also enables Expleo to ensure thatitsprocessesareadequatelyresourcedandmanaged and opportunities for improvement are determined and acted on. Expleo has 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 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 corrective actions and continual improvements, such as breakthrough change, innovation and reorganisation.

ISO 27001:2013 (Information Security Management System)

All offshore centres of Expleo are certified for Information Security Management System (ISO 27001: 2022).

Expleo 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.

Expleo 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 the size and structure. The information security management system helps Expleo to identify and address the threats and opportunities around its information and related assets. This helps to protect Expleo from security breaches, and shields it from any disruption when they happen.

The information security management system in Expleo 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 Expleos business in many ways – safeguarding its information assets, demonstrating to external stakeholders how secure its information is, staying ahead of new information security risks and opportunities and thereby supporting its 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 Expleo at Chennai and Coimbatore are compliant with ISAE 3402 (International Standard on Assurance Engagements) and SSAE 18 (Statement on Standards for Attestation Engagements). SSAE 18/ ISAE 3402 are independent assessment reports that provide the confidence on control procedures, adequacy and reasonable assurance in Expleos 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 Expleo s 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 and articulated control environment on an organisations senior management and clients. Expleo has been assessed for the past nine 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. PCI-DSS (Payment Card Industry Data Security Standard): DataprotectioniscriticalforanyCompanyinmaintaining its services to clients. Expleo at 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. Expleo adopted PCI-DSS to meet the customer requirements specific to the cards domain. Expleo has designed and implemented technical and operational controls to protect cardholder data.

BOARDS REPORT

Expleo 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)

Expleo, Bengaluru location is certified to the Aerospace Standard AS9100D.

Expleo holds the prestigious AS9100 certification, signifying its commitment to excellence in the aerospace industry. AS9100 encompasses rigorous quality management standards specifically tailored for aviation, space, and defence products and services. By adhering to AS9100 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.

Expleo has robust quality management systems in place with AS9100 certification.

Many aerospace manufacturers and suppliers prefer working with certified partners, making AS9100 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 Expleo at Bengaluru and Pune locations are certified to TISAX.

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.

Expleo s TISAX certification validates its information security system, ensures compliance with security requirements, and fosters trust within the automotive industry.

TISAX compliance gains a competitive edge, as it demonstrates their commitment to data security and reliability to potential customers.

Expleo 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.

Expleo is empaneled by CERT-In for providing Information Security Auditing Service.

Compliance with 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 sets of laws. As technological advances have improved data collection and surveillance capabilities, governments around the world have started passing laws regulating the kind of data that 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 informationasafundamentalright.Withtheintroduction 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. India has also rolled out a draft (Data Protection and Data Privacy) Act.

With its global reach and client base, Expleo is expected to adhere to various such data privacy compliance requirements. Expleo 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, Expleo ensures that the contractual obligations concerning data protection are adhered to through technical and organisational measures. Expleo 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. Expleo has not only implemented technical and organisational measures to protect data but also implemented processes for regular monitoring to protect itself from data breaches.

Certification of Compliance on ISO /IEC 17025:2017

The software testing laboratory unit of Expleo at Pune location is certified to ISO 17025. It is the international standard for testing and calibration laboratories. It sets out requirements for the competence, impartiality, and consistent operation of laboratories, ensuring the accuracy and reliability of their testing and calibration results. Expleo has designed and implemented a set of processes towards the testing and calibration laboratory to provide its customers confidence on its technical competence.

Compliance to Business Continuity and Disaster Recovery Planning:

Expleo has implemented a robust Business Continuity Management (BCM) Disaster Recovery (DR) procedure by design in line with ISO 22301 and implemented a detailed framework covering the critical customer Connectivity, Hardware, Software, Operating System, Database, Storage Integration, Data Backup & Recovery, Security Hardening, Network along with projects data and other critical data.

Business Continuity Plan & Disaster Recovery (Expleo Specific)

Expleo as an organisation has a BCP & DR policy to counteract the interruptions to business activities and protect critical business processes from effect of major disasters through a contingency plan. This policy is applicable to Expleo offshore locations (Prince Infocity II, MEPZ – Chennai and India Land – Coimbatore, Pune and Bengaluru) from where critical business operations are carried out.

Business Continuity Plan & Disaster Recovery (Client Specific)

Expleo activities relating to Business Continuity and Disaster Recovery form an integral part of the service delivery to its customers. Expleo has defined a client specific BCP & DR plan based on client requirements. This plan shall be communicated to the client based on the client requirement. The steps that are needed to determine that the critical business operations and services that are provided by Expleo to the client can be operationally sustained in the event of a disaster that leads to the unavailability and/ or inaccessibility to key facilities, resources and/ or personnel that support the business operations of the service. The objective of Business Continuity and Disaster Recovery Plan adopted by Expleo is to determine the continuity of business in case of a disaster resulting in unplanned service interruptions at ODCs located in Expleo facilities at Chennai, Coimbatore, Pune and Bengaluru.

DORA compliance

Expleo is compliant to the Digital Operational Resilience Act (DORA), a European Union regulation, aiming to strengthen the financial sectors resilience to ICT-related incidents by establishing a comprehensive framework for risk management, incident reporting, and third-party service provider oversight.

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

Expleo, in alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, has diligently carried out its responsibilities under the POSH framework during the financial year 2024-2025. The Company has a policy on the prevention of sexual harassment at the workplace. The organisation has continued to implement preventive measures, including conducting comprehensive POSH training sessions for all existing employees to ensure awareness about workplace harassment, its consequences, and the mechanisms for reporting incidents. Additionally, POSH training for the members of the Internal Complaints Committee (ICC) was conducted by an external POSH expert, ensuring that the ICC members are well-equipped to handle complaints effectively and in compliance with legal requirements. Expleo also successfully completed the registration on the She-Box portal, further strengthening its commitment to providing a safe and transparent environment for reporting sexual harassment. No cases of sexual harassment were reported during the reporting period, reflecting a positive and inclusive work environment. Expleo remains committed to providing a safe and respectful workplace for all employees, with ongoing efforts to improve policies, provide resources, and support those affected by any form of misconduct.

41. Listing Fees:

The Company confirms that it has paid the annual listing fees for the financial year 2024-25 to both National Stock Exchange of India Limited and BSE Limited.

42. 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 Communications 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 ithas 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 Gillessen

Chairperson and Non-Executive Director

DIN : 05184138

Place: Cologne, Germany

Date : June 27, 2025