Fusion CX Ltd Directors Report

*Our Company has applied for an approval from the Central Government by way of an application dated May 3, 2025 for the appointment of Pankaj Dhanuka, being a non-resident, as the managing director of our Company, in compliance with the requirements of Schedule V of the Companies Act, 2013, as amended, as per which, appointment of non-residents as executive directors requires an approval from Central Government. This approval is pending as on the date of this Draft Red Herring Prospectus.

Pankaj Dhanuka is the co-founder, Chairman and Managing Director,Chief Executive Officer of our Company. He holds a bachelors degree in commerce from University of Calcutta and is an associate member of the Institute of Company Secretaries of India. He holds a certificate of practice from Institute of Chartered Accountants of India. He has been enrolled as licentiate of the Institute of Company Secretaries of India. He has been associated with our Company since 2004. He was previously associated with Unit Trust of India. He has over 21 years of work experience. He is responsible for driving organizational growth and innovation, formulating the vision and strategies of our Company. Kishore Saraogi is the co-founder, Chief Operating Officer and Managing Director of our Company. He holds a bachelors degree in commerce from University of Calcutta. He is an associate member of the Institute of Chartered Accountants of India and Institute of Cost and Works Accountants of India. He has been enrolled as licentiate of the Institute of Company Secretaries of India. He has been associated with our Company since 2004. He was previously associated with Usha Martin Telekom Limited and ICICI Securities and Finance Company. He has over 26 years of work experience. He is responsible for leading our Companys operations and executing strategic initiatives and growth strategies. Ritesh Chakraborty is the Non-Executive Non-Independent Director of our Company. He holds a bachelors degree in commerce (honours) from University of Calcutta. He has 21 years of work experience. He has been associated with our Company since February 19, 2004. He also serves as the Chief Service Officer of the Fusion Group and is responsible for managing service delivery, human resources and global operations, driving customer success initiatives, and ensuring operational excellence across client engagements across our global centres. Bradley Tyler Call is the Non-Executive Non-Independent Director of our Company. He holds a bachelors degree in science (finance) from Woodbury School of Business, Utah Valley University. He was previously associated with Digital Media Solutions and Boomsourcing LLC. He has over 10 years of work experience. He also serves as the Vice-President – BFSI, Boomsourcing LLC and Retail of the Fusion Group and leads our BFSI Boomsourcing and retails business.

Saagarika Ghoshal is the Independent Director of our Company. She holds a diploma in personnel management and industrial relations from Narsee Monjee Institute of Management Studies. She has over 11 years of experience. She was previously associated with METRO Cash & Carry India Private Limited and Reliance BIG Entertainment Private Limited. She is currently a designated partner of Match Board LLP and Go Destination Boardroom LLP. She has received a certificate of appreciation from FICCI. Kashi Prasad Khandelwal is the Independent Director of our Company. He holds a bachelors degree in commerce and a bachelors degree in law from Calcutta University. He is a fellow member of the Institute of Chartered Accountants of India and holds a diploma certificate on Information System Audit from Institute of Chartered Accountants of India and has completed a training course in Computerised Accounting and Auditing Techniques from Institute of Chartered Accountants of India. He is a practicing chartered accountant with more than 48 years of experience in corporate law and taxation. Sanjay Banka is the Independent Director of our Company. He is a fellow member of the Institute of Chartered Accountants of India and Institute of Company Secretaries of India. He is also admitted as a member of the All India Management Association and Chartered Institute for Securities and Investment. He was previously associated with JMIL Lease Finance Company Limited, Landmark Arabia Company in Saudi Arabia, Bharat Road Network Limited, Merino Industries Limited, Aksh Optifibre Limited, Command - Usha Martin Telekom Limited, Reliance Communication Limited, Reliance Infocomm Limited, Bharti Airtel Limited, Sistema Shyam Teleservices Limited and Viom Networks Limited. He is currently serving as the chief financial officer of Senco Gold and Diamonds. He has over 29 years of work experience. Michael Daniel Lamm is the Independent Director of our Company. He holds a bachelors degree in art from the American University, School of International Service, Columbia. He is a founding partner of Corporate Advisory Solutions. He has over 12 years of work experience.

None of our Directors is or was a director of any company listed on any stock exchange, whose shares have been or were suspended from being traded during the five years preceding the date of this Draft Red Herring Prospectus, during the term of his/her directorship in such company. None of our Directors is, or was a director of any listed company, which has been or was delisted from any stock exchange, during the term of his/her directorship in such company. None of our Directors are related to each other. None of our Directors are related to any of the Key Managerial Personnel and Senior Management of our Company. No consideration, either in cash or shares or in any other form has been paid or agreed to be paid to any of our Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce any of our Directors to become or to help any of them qualify as a director, or otherwise for services rendered by them or by the firm, trust or company in which they are interested, in connection with the promotion or formation of our Company.

None of our Directors were appointed as Directors of our Company pursuant to any arrangement or understanding with major shareholders, customers, suppliers or others.

Other than the statutory benefits available to the Executive Directors, none of our Directors have entered into service contracts with our Company which provide benefits upon termination of employment.

In accordance with the Articles of Association of our Company, Section 180(1)(a) and Section 180(1)(c) of the Companies Act, our Shareholders have pursuant to a special resolution passed at their meeting dated May 9, 2025 authorised our Board with the borrowing power, to borrow such sums of money from time to time, with or without security, on such terms and conditions as it may consider fit notwithstanding that the amount to be borrowed together with amount already borrowed by the Company (apart from temporary loans obtained from the Companys bankers in the ordinary course of business) exceeds the aggregate of paid-up capital and free reserves and securities premium provided that the total amount that may be borrowed by the Board and outstanding at any point of time shall not exceed 2,500 million.

Pankaj Dhanuka is the co-founder, Chairman and Managing Director, Chief Executive Officer of our Company and has been associated with our Company since 2004. He was appointed as the Managing Director of our Company pursuant to the resolution passed by our Board at its meeting dated March 28, 2025, and the special resolution passed by our Shareholders on dated March 29, 2025, for a period of five years commencing from March 28, 2025, and not liable to retire by rotation. Pankaj Dhanuka has also entered into an agreement dated March 28, 2025 with our Company fixing his remuneration in the capacity as a Managing Director and his role and responsibilities in our Company ("PD MD Agreement"), Pursuant to the resolutions passed by our Board dated March 28, 2025, and by our Shareholders dated March 29, 2025, respectively, and the PD MD Agreement, please see below the terms of appointment of our Chairman and Managing Director, Chief Executive Officer:

Kishore Saraogi is the co-founder, Chief Operating Officer and Managing Director of our Company and has been associated with our Company since 2004. He was appointed as the Managing Director of our Company pursuant to the resolution passed by our Board at its meeting dated March 28, 2025, and the special resolution passed by our Shareholders on dated March 29, 2025, for a period of five years commencing from March 28, 2025, and liable to retire by rotation. Kishore Saraogi has also entered into an agreement dated March 28, 2025 with our Company fixing his remuneration in the capacity as a Managing Director and his role and responsibilities in our Company ("KS MD Agreement"). Pursuant to the resolutions passed by our Board dated March 28, 2025, and by our Shareholders dated March 29, 2025, respectively, please see below the terms of appointment of our Chief Operating Officer and Managing Director:

Our Company has paid the following remuneration to our Executive Directors in Fiscal 2025:

Our Non-Executive Independent Directors may be entitled to receive sitting fees, as determined by our Board from time to time, for attending meeting of our Board and committees of the Board thereof. Pursuant to a Board resolution dated December 1, 2024, the Non-Executive Independent Directors are entitled to receive sitting fees of 0.08 million for attending each meeting of the Board, and 0.04 million for attending each meeting of the Committees of the Board, other than the Audit Committee, within the limits prescribed under the Companies Act, and the rules made thereunder, and pursuant to a Board resolution dated January 27, 2025, the Non-Executive Directors are entitled to receive sitting fees of 0.08 million for attending each meeting of the Audit Committee of the Board, within the limits prescribed under the Companies Act, and the rules made thereunder.

Our Company has paid the following remuneration to our Non-Executive Independent Directors in Fiscal 2025:

Our Non-Executive Non-Independent Directors are not entitled to any remuneration from our Company.

Except as stated below, none of our Directors have received or were entitled to receive any remuneration, sitting fees or commission from any of our Subsidiaries for Fiscal 2025:

There is no contingent or deferred compensation payable to our Directors which does not form part of their remuneration. Shareholding of Directors in our Company

As per our Articles of Association, our Directors are not required to hold any qualification shares.

Except as disclosed in "Capital Structure - Details of the Shareholding of our Directors, our Key Managerial Personnel, our Senior Management, our Promoters, members of our Promoter Group and Promoter Selling Shareholders" on page 86, none of our Directors hold any Equity Shares in our Company.

None of our Directors are party to any bonus or profit-sharing plan of our Company.

All our Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for attending meetings of our Board and/or committees, the reimbursement of expenses payable to them, and commission as approved by our Board from time to time. All Directors may be deemed to be interested to the extent of reimbursement of expenses payable to them, if any and the remuneration payable to such Directors as decided by the Board from time to time. Our Executive Directors are interested to the extent of remuneration, payable to them for services rendered as an officer or employee of our Company or our Subsidiaries. Our Independent Directors are interested to the extent of the sitting fees. Further, certain of our Directors are also on the board of some of our Subsidiaries and accordingly may be deemed to be interested to the extent of the sitting fees, commission and remuneration payable to them by such Subsidiaries.

Our Directors may be interested to the extent of Equity Shares, if any, held by them, their relatives (together with other distributions in respect of Equity Shares), or held by the entities in which they are associated as partners, promoters, directors, proprietors, members or trustees, or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to the Offer and any dividend and other distributions payable in respect of such Equity Shares.

None of our Directors are deemed to be interested in any contracts, transactions, agreements or arrangements entered into or to be entered into by our Company with any company in which they hold directorships or any partnership firm in which they are partners as declared in their respective capacity.

Except for Pankaj Dhanuka and Kishore Saraogi, who are the Promoters and co-founders of our Company, none of our Directors have any interest in the promotion or formation of our Company as on the date of this Draft Red Herring Prospectus. Also see, "Our Promoter and Promoter Group" on page 272. Interest in land and property

None of our Directors have any interest in any property acquired or proposed to be acquired of or by our Company. Our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of building or supply of machinery during the three years preceding the date of this Draft Red Herring Prospectus.

Business interest

Except in the ordinary course of business and except as stated in "Restated Consolidated Financial Information - Related party disclosures – Note 40" on page 329, our Directors do not have any other business interest in our Company.

Our Directors have not availed any loans from our Company.

There is no conflict of interest between our Company and our Directors and the lessors of immovable properties of our Company (who are crucial for the operations of our Company). There is no conflict of interest between our Company and our Directors and the suppliers of raw materials and third-party service providers of our Company (who are crucial for the operations of our Company).

The changes in our Board during the three years immediately preceding the date of this Draft Red Herring Prospectus are set forth below:

The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. Our Company is in compliance with the requirements of the applicable regulations in respect of corporate governance in accordance with the

SEBI Listing Regulations, and the Companies Act, 2013, pertaining to the constitution of the Board and committees thereof and formulation and adoption of policies. Our Managing Directors, Pankaj Dhanuka and Kishore Saraogi, are non-residents, and as per the requirements of Schedule V of the Companies Act, 2013, for their appointment as executive directors, an approval from Central Government is required. While our Board has passed the resolution dated March 28, 2025 and our Shareholders have passed the resolution dated March 29, 2025, for their appointment as managing directors, our Company has applied for approvals from the Central Government by way of applications, both dated May 3, 2025, for the appointment of Pankaj Dhanuka and Kishore Saragi, as the managing directors of our Company, in compliance with the requirements of Schedule V of the Companies Act, 2013, as amended. This approval is pending as on the date of this Draft Red Herring Prospectus. For further details, see "Risk Factors – The appointment of Pankaj Dhanuka and Kishore Saraogi, as the managing directors of our Company, is subject to receipt of the approval of Central Government and is pending as on the date of this Draft Red Herring Prospectus." on page 37. Our Company undertakes to take all necessary steps to continue to comply with all the requirements of SEBI Listing Regulations and the Companies Act, 2013.

In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the following Board-level committees: (a) Audit Committee; (b) Nomination and Remuneration Committee; (c) Stakeholders Relationship Committee; (d) Corporate Social Responsibility Committee; and (e) Risk Management Committee.

The Audit Committee was constituted by the meeting of our Board held on December 1, 2024, and re-constituted by our Board at its meeting held on May 8, 2025. The Audit Committee is in compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The members of the Audit Committee are:

The Company Secretary shall act as the secretary to the Audit Committee.

Scope and terms of reference: The terms of reference of the Audit Committee shall include the following:

1. Overseeing the Companys financial reporting process and disclosure of its financial information to ensure that its financial statements are correct, sufficient and credible;

2. Recommending to the Board the appointment, re-appointment, replacement, remuneration and terms of appointment of the statutory auditor and the fixation of the audit fee of the Company;

3. Reviewing and monitoring the statutory auditors independence and performance, and effectiveness of audit process;

4. Approving payments to statutory auditors for any other services rendered by the statutory auditors;

5. To approve the key performance indicators being included in the offer documents in connection with the proposed initial public offer by the Company;

6. Formulating a policy on related party transactions, which shall include materiality of related party transactions

7. Examining and reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to: a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; and g. Modified opinion(s) in the draft audit report.

8. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

9. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, or preferential issue of qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use/application of the funds raised through the proposed initial public offer by the Company; 10. Approval or any subsequent modifications of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed

11. Reviewing, at least on a quarterly basis, the details of the related party transactions entered into by the Company pursuant to each of the omnibus approvals given; 12. Laying down the criteria for granting omnibus approval in line with the Companys policy on related party transactions; 13. Scrutinising of inter-corporate loans and investments;

14. Valuation of undertakings or assets of the Company, wherever it is necessary; 15. Evaluating of internal financial controls and risk management systems;

16. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances, with the chairman of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases; 17. Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems; 18. Reviewing the adequacy of internal audit function if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 19. Discussing with internal auditors on any significant findings and follow up thereon;

20. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; 21. Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

22. Recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services; 23. Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 24. Reviewing the functioning of the whistle blower mechanism;

25. Approving the appointment of the chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate; 26. Monitoring the end use of funds raised through public offers and related matters;

27. Overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases; 28. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the Companies Act, the SEBI Listing Regulations or by any other regulatory authority; 29. Reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary exceeding 1,000 million or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as per applicable law; 30. Formulating a policy on related party transactions, which shall include materiality of related party transactions; 31. Approval of related party transactions to which the subsidiary(ies) of the Company is party but the Company is not a party, if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover as per the last audited financial statements of the Company, subject to such other conditions prescribed under the SEBI Listing Regulations; 32. Consider and comment on rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders; and 33. Carrying out any other functions required to be carried out by the Audit Committee as contained in the SEBI Listing

Regulations or any other applicable law, as and when amended from time to time.

The powers of the Audit Committee shall include the following:

1. To investigate any activity within its terms of reference;

2. To seek information from any employee;

3. To obtain outside legal or other professional advice; and

4. To secure attendance of outsiders with relevant expertise if it considers necessary.

5. Such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.

The Audit Committee shall mandatorily review the following information:

1. Managements discussion and analysis of financial condition and results of operations;

2. Management letters / letters of internal control weaknesses issued by the statutory auditors;

3. Internal audit reports relating to internal control weaknesses;

4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee;

5. Statement of deviations: a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of the Listing Regulations; and b. annual statement of funds utilised for purposes other than those stated in the document/prospectus/notice in terms of the Listing Regulations.

6. Review the financial statements, in particular, the investments made by any unlisted subsidiary.

The Nomination and Remuneration Committee was constituted by the meeting of our Board held on March 1, 2025. The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations. The members of the Nomination and Remuneration Committee are:

Scope and terms of reference: The terms of reference of the Nomination and Remuneration Committee shall include the following:

1. Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; The Nomination and Remuneration Committee, while formulating the above policy, should ensure that: a. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge, and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Nomination and Remuneration Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates

3. Formulating of criteria for evaluation of the performance of the independent directors and the Board;

4. Devising a policy on Board diversity;

5. Identifying persons who qualify to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal, and carrying out evaluations of every directors performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance;

6. Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

7. Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time;

8. Analysing, monitoring and reviewing various human resource and compensation matters;

9. Determining the companys policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;10. Determining compensation levels payable to the senior management personnel and other staff (as deemed necessary), which shall be market-related, usually consisting of a fixed and variable component; 11. Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; 12. Performing such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;

13. Administering monitoring and formulating detailed terms and conditions the employee stock options scheme/ plan approved by the board and the members of the company in accordance with the terms of such scheme/ plan ("ESOP Scheme"), if any; 14. Construing and interpreting the ESOP Schemes and any agreements defining the rights and obligations of the company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Schemes;15. Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in

India or overseas, including: a. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; or b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended.

16. Performing such other activities as may be delegated by the Board and/or specified/provided under the Companies

Act, the SEBI Listing Regulations or by any other regulatory authority; and

17. Recommend to the Board, all remuneration, in whatever form, payable to senior management and other staff, as deemed necessary.

The Stakeholders Relationship Committee was constituted by the meeting of our Board held on April 11, 2025. The scope and function of the Stakeholders Relationship Committee is in accordance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. The members of the Stakeholders Relationship Committee are:

The terms of reference of the Stakeholders Relationship Committee are as follows:

1. Consider and resolve grievances of security holders of the Company, including complaints related to transfer/transmission of shares non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures, dematerialisation and re-materialisation of shares, non-receipt of balance sheet, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agent;

4. Considering and specifically looking into various aspects of interest of shareholders, debenture holders and other security holders;

5. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

6. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

7. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

8. To approve, register, refuse to register transfer or transmission of shares and other securities and debentures, dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;

9. To sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;

10. Allotment and listing of shares;

11. To authorise affixation of common seal of the Company;

12. To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company; 13. To approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder; 14. To dematerialize or rematerialize the issued shares;

15. Ensure proper and timely attendance and redressal of investor queries and grievances;

16. Carrying out any other functions contained in the Companies Act, 2013 and/or equity listing agreements (if applicable), as and when amended from time to time; and 17. To further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).

The Corporate Social Responsibility Committee was constituted by our Board on May 8, 2025. The Corporate Social Responsibility Committee is in compliance with Section 135 of the Companies Act. The members of the Corporate Social Responsibility Committee are:

The terms of reference of the Corporate Social Responsibility Committee include the following:

1. To formulate and recommend to the Board of Directors, the CSR Policy, indicating the CSR activities to be undertaken as specified in Schedule VII of the Companies Act, 2013, as amended; 2. formulate and recommend an annual action plan in pursuance of its Corporate Social Responsibility Policy which shall list the projects or programmes undertaken, manner of execution of such projects, modalities of utilisation of funds, monitoring and reporting mechanism for the projects. 3. identify corporate social responsibility policy partners and corporate social responsibility policy programmes;

4. delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities; 5. review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

6. To recommend the amount of expenditure to be incurred on the CSR activities, at least two per cent. of the average net profits of the company made during the three immediately preceding financial years or where the company has not completed the period of three financial years since its incorporation, during such immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy;

7. To monitor the CSR Policy and its implementation by the Company from time to time;

8. To perform such other functions or responsibilities and exercise such other powers as may be conferred upon the CSR Committee in terms of the provisions of Section 135 of the Companies Act, 2013, as amended and the rules framed thereunder.

The Risk Management Committee was constituted by the meeting of our Board held on March 28, 2025 and re-constituted by our Board at its meeting held on May 8, 2025. The Risk Management Committee is in compliance with Regulation 21 of the SEBI Listing Regulations. The members of the Risk Management Committee are:

The terms of reference of the Risk Management Committee include the following:

1. To formulate a detailed risk management policy which shall include: a) A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG-related risks), information, cyber security risks or any other risk as may be determined by the Committee. b) Measures for risk mitigation including systems and processes for internal control of identified risks. c) Business continuity plan.

2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

3. To monitor and oversee the implementation of the risk management policy, including evaluating the adequacy of risk management systems;

4. To periodically review the risk management policy at least once in two years, including by considering the changing industry dynamics and evolving complexity;

5. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;

6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee; 7. any other similar or other functions as may be laid down by Board from time to time and/or as may be required under applicable law, as and when amended from time to time, including the SEBI Listing Regulations.

In addition to Pankaj Dhanuka, Kishore Saraogi, whose details have been provided under the paragraph ‘Our Management – Brief profile of our Directors on page 255, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus, are as follows: Amit Soni is the Chief Financial Officer of our Company. He holds a bachelors degree in commerce in accounting and finance from University of Calcutta. He is an associate member of the Institute of Chartered Accountants of India. He was previously associated with SRBC & Co LLP (Member firm of Ernst & Young), Avtec Limited (CK Birla Group) and Translumina Therapeutics. He has over 13 years of work experience. He has been associated with our Company since August 31, 2022, and is responsible for the global financial operations, administration and facilities, ERP, investor relations and the companys overall business strategy. For Fiscal 2025, he was paid an aggregate compensation of 7.79 million.

Barun Singh is the Company Secretary and Compliance Officer of our Company. He holds a bachelors degree in commerce from the University of Calcutta. He is an associate of the Institute of Company Secretaries of India. He completed his training from Baljit Securities Private Limited. He was previously associated with Arani Guha, Company Secretary. He has over 15 years of work experience. He has been associated with our Company since December 19, 2013, and oversees secretarial functions, legal compliance, and corporate governance matters. For Fiscal 2025, he was paid an aggregate compensation of 2.90 million.

Except for Amit Soni, Chief Financial Officer and Barun Singh, Company Secretary and Compliance Officer who are also our Key Managerial Personnel and whose details are mentioned above, the details of our Senior Management as on the date of this Draft Red Herring Prospectus are as set forth below: Manish Padamchand Jain is the Chief Marketing and Strategy Officer of our Company. He holds a bachelors degree in textiles in its textile technology branch from D.K.T.Es Textile and Engg. Institute, Shivaji University, Kolhapur and a post graduate diploma in business management from Institute of Management Technology, Ghaziabad. He was previously associated with Access Healthcare Services Private Limited as senior vice president – marketing and Dell Business Process Solutions India Private Limited as the solutions architect director. He is a two-time recipient of the Dell Circle of Excellence Award. He has also served as cofounder and chief executive officer at CMO Needs. He has over 20 years of experience. He has been associated with our Company since January 1, 2024, and leads our Companys corporate marketing, branding, and marketing strategies. For Fiscal 2025, he was paid an aggregate compensation of 10.69 million.

Andrew Jay Wilmott is the President – Telecom and Utilities, and Healthcare of the Fusion Group. He holds a bachelors degree in arts from the University of Victoria, Canada and a certificate in application and management of information technology from the University of Victoria, Canada. He was previously associated with Sequential Technology International, LLC. He has over 22 years of work experience, He has been associated with our Company since November 28, 2022, and oversees strategic growth, client engagement, and delivery operations. For Fiscal 2025, he was paid an aggregate compensation of 16.89 million. Hemant Dogra is the Associate Vice President – Digital Utility Services of our Company. He holds a bachelors degree in arts from Panjab University and a diploma in marketing and sales management from Bharatiya Vidya Bhavan, Chandigarh. He was previously associated with Competent Synergies Private Limited as manager – admin, and post-merger of Competent Synergies Private Limited with our Company, he was appointed as Associate Vice President with effect from 2001. He has been associated with our Company since August 29, 2001, and is involved in operational management and administration. He has over 24 years of work experience. For Fiscal 2025, he was paid an aggregate compensation of 3.96 million.

Oindrila Banerjee Das is the Associate Vice President - Human Resources of our Company. She holds a bachelors degree in arts from University of Calcutta. She also holds a post graduate diploma in Industrial Relations and Personnel Management and in Public relations from Bharatiya Vidya Bhavan, Bhavans Rajendra Prasad Institute of Communication and Management, Kolkata. She was previously associated with InTarvo Technologies Limited (formerly known as RT Outsourcing Services Limited). She has been associated with our Company since July 1, 2010, and is involved in talent management, workforce strategy, and organizational development. She has over 24 years of work experience. For Fiscal 2025, she was paid an aggregate compensation of 3.00 million.

Neha Kallani is the Senior Finance Controller, M&A, of our Company. She holds a masters degree in business administration from Amity University, Uttar Pradesh. She was previously associated with Hind Terminals Private Limited. She has been associated with our Company since October 1, 2016, and is involved in financial reporting, planning, compliance, mergers and acquisitions, and other strategic initiatives for our Company. She has over 14 years of work experience. For Fiscal 2025, she was paid an aggregate compensation of 10.55 million.

Debanjan Guha is the Vice President – Global Service Delivery of the Fusion Group. He holds bachelors degree in science from D.K. Gujral Technical University Jalandhar and a post graduate diploma in Business Administration from Symbiosis Centre for Distant Learning, Pune, India. He was previously associated with Wipro Limited. He has been associated with our Company since April 19, 2021, and oversees global service delivery, operations and client success initiatives. He has over 17 years of work experience. For Fiscal 2025, he was paid an aggregate compensation of 8.61 million.

Steven Ernest Rodriguez is the Senior Vice President – Telecom and Utilities of the Fusion Group. He holds a bachelors degree in arts from Cornell University. He was previously associated with Synchronoss Technologies Inc (currently, Sequential Technology International). He has been associated with our Company since March 27, 2024, and is involved in operational delivery, client management and business expansion. He has over 19 years of work experience. For Fiscal 2025, he was paid an aggregate compensation of 16.49 million. Tucker Strong Toolson is the Senior Director of Client Success - Retail and Boomsourcing of the Fusion Group. He holds a bachelors degree in arts in communication from Brigham Young University, Utah. He was previously associated with Boomsourcing LLC since May 1, 2018 as a Client Success Manager. He has over 6 years of work experience and is involved in client relationships, retention strategies and delivery assurance. For Fiscal 2025, he was paid an aggregate compensation of

13.04 million.

Except applicable statutory benefits, none of our Key Managerial Personnel or Senior Management would receive any benefits on their retirement or on termination of their employment with our Company.

None of our Key Managerial Personnel or Senior Management are related to any of our Directors or other Key Managerial Personnel or Senior Management.

None of our Key Managerial Personnel or Senior Management have been selected pursuant to any arrangement or understanding with any major Shareholders, customers or suppliers of our Company, or others.

All our Key Managerial Personnel and Senior Management are permanent employees of our Company and our Material Subsidiaries.

The rate of attrition of our Key Managerial Personnel and Senior Management is not high in comparison to the industry in which we operate.

Except as disclosed in "Capital Structure - Details of the Shareholding of our Directors, our Key Managerial Personnel, our Senior Management, our Promoters, members of our Promoter Group and Promoter Selling Shareholders" on page 86, none of our Key Managerial Personnel and Senior Management hold any Equity Shares as on the date of this Draft Red Herring

Prospectus.

Our Key Managerial Personnel and Senior Management are governed by the terms of their appointment letters/ employment contracts and have not entered into any service contracts with our Company.

There is no contingent or deferred compensation payable to the Key Managerial Personnel and Senior Management, which does not form part of their remuneration.

None of our Key Managerial Personnel and Senior Management are party to any bonus or profit-sharing plan of our Company other than performance based discretionary incentives given to the Key Managerial Personnel and Senior Management. For further details, see "-Terms of appointment of the Managing Director and Whole-Time Directors of our Company" on page 256.

Other than as disclosed in "Our Management – Interest of Directors" on page 259, our Key Managerial Personnel (other than our Directors) and our Senior Management are interested in our Company to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of their service. Further, some of our Key Managerial Personnel and our Senior Management are interested to the extent of Equity Shares held by them, their relatives or by entities in which they are associated as a director and to the extent of benefits arising out of such shareholding.

There is no conflict of interest between the Key Managerial Personnel of our Company and the lessors of immovable properties of our Company (who are crucial for the operations of our Company). There is no conflict of interest between the Key Managerial Personnel of our Company and the suppliers of raw materials and third-party service providers of our Company (who are crucial for the operations of our Company).

Other than as disclosed in "Our Management – Changes to our board in last three years" on page 260, the changes in our Key Managerial Personnel and our Senior Management during the three years immediately preceding the date of this Draft Red Herring Prospectus, are set forth below:

No non-salary related amount or benefit has been paid or given since incorporation or intended to be paid or given to any officer of our Company, including our Directors, Key Managerial Personnel and Senior Management other than in the ordinary course of their employment. For further details, see "- Terms of appointment of the Managing Director and Whole-Time Directors of our Company" on page 256.

For details of the ESOP Scheme implemented by our Company, see "Capital Structure – Employee Stock Option Plan" beginning on page 88.

Pankaj Dhanuka, aged 55 years, is a Promoter, and is also the Chairman and Managing Director, Chief Executive Officer of our Company. He is a resident of 5875 Stoneleigh DR, Suwanee, GA, 30024 DIN: 00569195 Date of birth: January 15, 1970

Permanent account number: ADOPD5851B

For the complete profile of Pankaj Dhanuka, along with details of his educational qualifications, professional experience, position/posts held in the past and directorships held, see "Our Management – Board of Directors" on page 252.

Kishore Saraogi, aged 56 years, is a Promoter, and is also the Chief Operating Officer and Managing Director of our Company. He is a resident of 2704, Thurleston LN Duluth GA, Georgia – 30097, USA Indiana, United States. DIN: 00623022 Date of birth: December 21, 1968

Permanent account number: ALVPS2228L

For the complete profile of Kishore Saraogi, along with details of his educational qualifications, professional experience, position/posts held in the past and directorships held, see "Our Management – Board of Directors" on page 252.

Our Company confirms that the permanent account numbers, bank account numbers, Aadhaar card numbers, driving license numbers and passport numbers of Pankaj Dhanuka and Kishore Saraogi, to the extent available, shall be submitted to the Stock Exchanges at the time of filing of this Draft Red Herring Prospectus.

P N S was registered on February 11, 2005 under the Companies Act, 1956. The corporate identification number of P N S is U 74140WB2005PTC101643. The registered office of P N S is at Plot- Y9, Block- EP & GP, Sector- V, Salt Lake, Kolkata- 700091, West Bengal, India.

P N S is engaged in the business of providing consultancy and advisory services. There has been no change in the business activities of P N S.

The board of directors of P N S as on the date of this Draft Red Herring Prospectus are as follows:

The shareholding pattern of P N S as on the date of this Draft Red Herring Prospectus is as provided below:

There has been no change in the control of P N S in the three years preceding the date of this Draft Red Herring Prospectus.

Pankaj Dhanuka is the promoter of P N S.

Our Company confirms that the PAN, bank account number and company identification number of P N S, and the address of the registrar of companies where P N S is registered, will be submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus.

Corporate information

Rasish was registered on February 1, 2005 under the Companies Act, 1956. The corporate identification number of Rasish is U74140WB2005PTC101481. The registered office of Rasish is at Plot- Y9, Block- EP & GP, Sector- V, Salt Lake, Kolkata- 700091, West Bengal, India.

Rasish is engaged in the business of providing consultancy and advisory services. There has been no change in the business activities of Rasish.

The board of directors of Rasish as on the date of this Draft Red Herring Prospectus are as follows:

The shareholding pattern of Rasish as on the date of this Draft Red Herring Prospectus is as provided below:

Our Promoter, Kishore Saraogi also holds 270,000 preference shares of 10 each in Rasish Consultants Private Limited.

There has been no change in the control of Rasish in the three years preceding the date of this Draft Red Herring Prospectus.

The promoter of Rasish is Kishore Saraogi.

Our Company confirms that the PAN, bank account number and company identification number of Rasish, and the address of the registrar of companies where Rasish is registered, will be submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus.

There has been no change in control of our Company in the five years preceding the date of this Draft Red Herring Prospectus. For details in relation to the shareholding of our Promoters and Promoter Group, and changes in the shareholding of our Promoters, including in the five years preceding the date of this Draft Red Herring Prospectus, see "Capital Structure" on page 78.

Our Promoters are interested in our Company to the extent: (i) that they have promoted our Company; (ii) of his direct and indirect shareholding in our Company, the shareholding of their relatives and entities in which our Promoters are interested and which hold Equity Shares in our Company; (iii) and other distributions in respect of the Equity Shares held by our Promoters;

(iv) of his directorship in our Company and our Subsidiary; and (v) of his remuneration and employment benefits for being the directors in our Company and our Subsidiaries. For further details, see "Capital Structure" on page 78. Additionally, our Promoters may be interested in transactions entered into by our Company with them, their relatives or other entities which are controlled by our Promoters. For further details, please see "Our Management – Interest of Directors" and "Restated Consolidated Financial Information - Related party disclosures – Note 40" on pages 259 and 329 of this Draft Red Herring Prospectus.

Our Promoters are not interested as a member of a firm or company and no sum has been paid or agreed to be paid to our Promoters or to any such firm or company in cash or shares or otherwise by any person either to induce them to become, or to qualify them as, a director, or otherwise, for services rendered by such Promoters or by such firm or company in connection with the promotion or formation of our Company.

Our Promoters do not have an interest in any property acquired by our Company during the three preceding years immediately preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery.

Except as disclosed herein and as stated in "Restated Consolidated Financial Information - Related party disclosures – Note

40" and "Our Management- Terms of Appointment" on pages 329 and 256, respectively, there has been no payment or benefits by our Company to our Promoters or any of the members of the Promoter Group during the two years preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoters or Promoter Group as on the date of this Draft Red Herring Prospectus.

Except as stated below, Our Promoters have not dissociated themselves from any companies or firms in the three years preceding the date of this Draft Red Herring Prospectus.

As on the date of this Draft Red Herring Prospectus, our Promoters have not given any material guarantee to any third party with respect to the Equity Shares.

There is no conflict of interest between the Promoters or any of the members of the Promoter Group and the lessors of immovable properties of our Company (who are crucial for the operations of our Company). There is no conflict of interest between the Promoters or any of the members of the Promoter Group and the suppliers of raw materials and third-party service providers of our Company (who are crucial for the operations of our Company).

In addition to our Promoter, the individuals and entities that form a part of the Promoter Group of our Company in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations are set out below:

The natural persons who are part of our Promoter Group, other than our Promoters, are as follows:

Nil

The entities forming part of our Promoter Group, are as follows: