Xchanging Solutions Ltd Directors Report

Dear Shareholders,

The Board of Directors ("Board") is pleased to present the 25^th (Twenty Fifth) Annual Report and the Audited Financial Statements of the Xchanging Solutions Limited ("the Company") for the financial year ended March 31, 2026.

A. FINANCIAL RESULTS

The highlights of Standalone and Consolidated Financial Results of the Company for the financial year ended March 31, 2026 and March 31, 2025 are as under:

				(Rs. in Lakhs)
PARTICULARS	STANDALONE	CONSOLIDATED
	For the Financial year ended March 31, 2026	For the Financial year ended March 31, 2025	For the Financial year ended March 31, 2026	For the Financial year ended March 31, 2025
Total Income	7,084	5,498	21,651	20,191
Total Expenditure	3,036	3,106	13,440	13,185
Profit before Finance Costs,	4,048	2,392	8,211	7,006
Depreciation, Tax
Depreciation & Amortization	1	29	1	29
Finance Costs	2	4	540	636
Profit before Tax	4,045	2,359	7,670	6,341
Income Tax (including deferred tax)	348	400	1,725	1,383
Net Profit / (Loss) after Tax	3,697	1,959	5,945	4,958
Other Comprehensive Income/(Expenditure)	14	40	22	(29)
Total Comprehensive Income/(Expenditure)	3,711	1,999	5,967	4,929
Earnings / (Loss) per share	3.32	1.76	5.34	4.45

B. REVIEW OF OPERATIONS & STATE OF AFFAIRS OF THE

COMPANY

The entire operations of the Company relates only to single operating segment i.e., IT Services and during the financial year ended March 31, 2026, at a standalone level, the total income of the Company for the financial year ended March 31, 2026 amounted to Rs 7,084 Lakhs compared to Rs 5,498 Lakhs during the previous year ended March 31, 2025 and consolidated income of the Company amounted to Rs 21,651 Lakhs as against Rs 20,191 Lakhs during the previous year ended March 31, 2025.

C. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year ended March 31, 2026 as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") is presented in a separate section and forms an integral part of this Report.

D. DIVIDEND

The Company has adhered with the guidelines specified under the Dividend Distribution Policy formulated and adopted by the Company in terms of the provisions of regulation 43A of the Listing Regulations. The Policy is available on the website of the Company at https://dxc.com/ about-us/legal-compliance/xchanging-solutions-limited-investor-relations#accordion-795160d8ca-item-e4adf1e112. In accordance with the Dividend Distribution Policy:

- During the financial year under review, the Board of Directors of the Company recommended final dividend of Rs 2 per equity share (face value of Rs 10 each) amounting to Rs 2,228 Lakhs for the financial year ended March 31, 2025 at their meeting held on May 21, 2025. The recommended final dividend on equity shares was approved by the Members at 24^th (Twenty Fourth) Annual General Meeting ("AGM") held on August 12, 2025. The final dividend was disbursed on August 20, 2025.

- The Board of Directors of the Company has considered and recommended final dividend of Rs. 2 per equity share (face value of Rs. 10) amounting to Rs. 2,228 Lakhs for the financial year ended March 31, 2026 at their meeting held on May 21, 2026. The dividend, if approved by the members at the forthcoming 25th AGM, will be paid/ dispatched within 30 days from the conclusion of the said AGM to the members whose names appear in the register of members/ beneficial owners as on the record date i.e August 14, 2026. The dividend shall be paid after deduction of tax at source at the rates prescribed under the Income Tax Act, 2025 and the rules made thereunder, as applicable.

E. TRANSFER TO RESERVES

During the financial year under review, the Company has not transferred any amount to the General Reserve.

F. HOLDING, SUBSIDIARIES AND ASSOCIATES

Your Company has 1 (One) holding, 2 (Two) direct subsidiaries and 1 (One) step down subsidiary as on March 31, 2026. There are no associates or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the Company and its subsidiaries.

Highlights of performance of Subsidiaries Companies

Xchanging Solutions (USA) Inc (‘XSUS?) was incorporated in February 14, 2000 in Delaware, USA and became its subsidiary in July, 2004. XSUS is a 100% subsidiary of Xchanging Solutions Limited. During the financial year ended March 31, 2026, the total revenue of the Company in Indian currency amounted to Rs. 16,769.59 Lakhs compared to Rs. 14,434.13 Lakhs during the previous year ended March 31, 2025. Profit after tax of the Company for the current year amounted to Rs. 3,933.52 Lakhs compared to Rs. 2,667.19 Lakhs during the previous year ended March 31, 2025. Xchanging Solutions Singapore Pte. Ltd. (‘XSSPL?) was incorporated on January 04, 1994 in Singapore and became its subsidiary in March 2004. XSSPL is a 100% subsidiary of XSL. During the financial year ended March 31, 2026, the total revenue of the Company in Indian currency amounted to Rs. 1,891.63 Lakhs compared to Rs. 1,567.73 Lakhs during the previous year ended March 31, 2025. Profit after tax of the Company for the current year amounted to Rs. 364.19 Lakhs compared to Rs. 356.51 Lakhs during the previous year ended March 31, 2025.

Liquidation status of Subsidiary Companies

Nexplicit Infotech India Private Limited, a step-down subsidiary (Wholly owned subsidiary of Xchanging Solutions (USA), Inc.) is under liquidation.

Except as mentioned above, during the financial year ended March 31, 2026 under review, there have been no material changes in the business of the subsidiaries. Further, the Board regularly reviews the operations and affairs of the subsidiaries and all the material transactions undertaken by them.

In terms of Section 129(3) of the Act, the Company has prepared the consolidated financial statements, which form part of this Annual Report. Further, a statement containing the salient features of the Financial Statement of subsidiaries in the prescribed Form AOC-1 form part of this Report. The Financial Statements of Subsidiary Companies are being uploaded on website of the Company at https:// www.dxc.com/xsl for inspection by the shareholders. Any member desirous of obtaining a copy of the said financial statements may write to the Company. The financial statements including the consolidated financial statements and all other documents required to be attached with this report have been uploaded on to the website of your Company at https://dxc.com/about-us/legal-compliance/ xchanging-solutions-limited-investor-relations#accordion-795160d8ca-item-48c354cb13 In accordance with the Listing Regulations, the Company has in place a Policy for Determining Material Subsidiaries, available on its website at https://dxc.com/xsl.

During FY 2025-26, Xchanging Solutions (USA), Inc. qualified as a material subsidiary, having contributed more than 10% of the consolidated turnover of the Company in the immediately preceding financial year.

G. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The Company has not granted any loans, provided guarantees or securities, or made any investments requiring disclosure under Section 186 of the Companies Act, 2013 during FY 2025-26. Accordingly, no particulars are required to be disclosed in this regard.

H. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules 2014 during the period under review.

I. SHARE CAPITAL

Authorised Capital

During FY 2025-26, there was no change in the authorised share capital of the Company. As on March 31, 2026, the authorised share capital stood at 1,25,00,00,000)/- divided into 12,50,00,000 Equity Shares with a face value of Rs. 10/ - each.

Issued, Subscribed and Paid-up Capital

During FY 2025-26, there was no change in the issued, subscribed and paid-up share capital of the Company. As on March 31, 2026, the issued, subscribed and paid-up capital of the Company was Rs. 1,114,037,160/-. This comprises 111,403,716 equity shares of Rs. 10/- each fully paid-up.

J. EMPLOYEES

(i) Key Managerial Personnel (KMP)

Pursuant to Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel ("KMP") of the Company as on March 31, 2026: a) Mr. Swaminathan Swaminathan, Managing Director and Chief Executive Officer b) Mr. Shrenik Kumar Champalal, Whole Time Director and Chief Financial Officer c) Mrs. Radhika Khurana, Company Secretary and Compliance Officer During the year under review, there was no change in the KMP of the Company except appointment of Mr. Swaminathan Swaminathan as the Managing Director and Chief Executive Officer of the Company for a period of three (3) years with effect from March 4, 2025 to March 3, 2028 duly approved by the members through postal ballot on May 28, 2025.

Members are further requested to note that the current term of office of Mr. Shrenik Kumar Champalal as Whole-time Director is due to expire on March 30, 2027. Accordingly, based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, a resolution seeking Members? approval for his re-appointment as Whole-time Director for a further term of three (3) consecutive years forms part of the Notice convening the ensuing 25^th AGM of the Company.

(ii) Employees? Stock Option Scheme

During the period under review, no Employees? Stock Option scheme exists in the Company.

(iii) Particulars of Employees and Related Disclosures

In accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules, are appended to this Report as Annexure III.

None of the directors except Mr. Pankaj Vaish, received any remuneration or commission from Subsidiary Companies of your Company.

The details of remuneration/sitting fees paid to the Board of Directors of the Company are given in Corporate Governance Report.

The information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, pursuant to second proviso to Section 136(1) of the Act, this Report is being sent to the members excluding the aforesaid information. Any shareholder interested in obtaining said information, may write to the Company Secretary at xchangingcompliance@dxc.com and the said information is open for inspection at the Registered Office of the Company.

The Board of Directors affirm that the remuneration paid to key managerial personnel of the Company is as per the Nomination & Remuneration Policy of the Company.

K. BOARD AND COMMITTEES

(i) Directors

As on March 31, 2026, the Board of Directors comprised 6 (Six) Directors, consisting of 2 (Two) Executive Directors, 3 (Three) Independent Directors and 1 (One) Non-Executive Non-Independent Director.

During the year under review, following changes in the composition of the Board were held: (a) Mr. Henry D Souza (DIN: 00276157) ceased to be a Director of the Company with effect from May 25, 2025 upon completion of his tenure on May 24, 2025 as an Independent Director; and (b) Mrs. Janaki Ashwin Patwardhan (DIN: 09180182) was appointed as a Non-Executive Independent Director by the Board of Directors on May 21, 2025 and her appointment was subsequently approved by the Members at the 24^th AGM held on August 12, 2025. Owing to personal reasons and professional commitments, she resigned from the Board with effect from January 14, 2026.

Your directors placed on record their sincere appreciation for the valuable contribution made by Mr. Henry D Souza and Mrs. Janaki Ashwin Patwardhan during their association with the Company.

(c) Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of Directors, at its meeting held on February 5, 2026, appointed Mrs. Padmaja Priyadarshini B N (DIN: 06416242) as an Additional Director in the capacity of Non-Executive Independent Director of the Company for a term of five (5) consecutive years with effect from February 5, 2026 to February 4, 2031 (both days inclusive). The said appointment was subsequently approved by the members through postal ballot on May 2, 2026.

Further, in accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Swaminathan Swaminathan retires by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. Based on the recommendation of the NRC and the outcome of performance evaluation process, the Board recommends his re-appointment as a Director of the Company, liable to retire by rotation. Further, he also serves as the Managing Director and Chief Executive Officer of the Company.

In view of the expiry of the current term of office of Mr. Shrenik Kumar Champalal (DIN: 08099410) as Whole-time Director and taking into consideration his experience, performance and valuable contribution to the affairs of the Company, the Nomination and Remuneration Committee recommended and the Board of Directors approved and further recommended to the members his re-appointment as Whole-time Director of the Company for a further period of three years from March 31, 2027 to March 30, 2030 (both days inclusive) for approval at the ensuing AGM. Mr. Shrenik Kumar Champalal also holds the office of Chief Financial Officer of the Company.

The Company has received requisite notice in writing from a Member under Section 160 of the Company proposing the candidature of Mr. Shrenik Kumar Champalal for re-appointment as Director of the Company.

In the opinion of the Board, all the Directors, possess the requisite qualifications, experience, expertise, proficiency and uphold high standards of integrity. Further, brief details, nature of expertise, disclosure of relationships between Directors, inter-se, details of directorships and committee memberships held in other companies by the Directors proposed to be re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard - 2 and Regulation 36 of the Listing Regulations, forms part of Notice convening the 25^th AGM.

(ii) Declaration by Independent Directors

Independent Directors have submitted their declaration of independence, stating that: (i) they continue to fulfil the criteria of independence as required pursuant to Section 149(6) read with schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations; (ii) they have confirmed that they are not aware of any circumstances or situations which exist or may be anticipated, that could impair or impact their ability to discharge their duties in terms of Regulation 25(8) of the Listing Regulations with an objective independent judgement and without any external influence and that they are independent of the Management; (iii) they are not debarred from holding the office of Director pursuant to any SEBI order or order of any such authority; and

(iv) there has been no change in the circumstances affecting their status as Independent Directors of the Company.

All Independent Directors have also affirmed compliance with the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act. The Independent Directors have also confirmed that: • they have complied with the Company?s Code of Conduct; and • they have registered their names in the Independent Directors? databank maintained with the Indian Institute of Corporate Affairs and and have complied with the applicable requirements relating to registration in the Independent Directors? Databank maintained by the Indian Institute of Corporate Affairs (‘Institute?) and proficiency assessment test conducted by the institute within the stipulated time, wherever applicable The Company has taken the certificate from Mr. Ankush Agarwal, Partner, MAKS & Co., Company Secretaries [FRN P2018UP067700], that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The Certificate is annexed to this Report as Annexure – IV. Further, in the opinion of the Board, all the Independent Directors fulfill the conditions specified in Listing Regulations and they are independent of the management and persons of integrity and possess relevant expertise and experience.

(iii) Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the Act and Regulation 4 of the Listing Regulations, the Board, on the recommendation of the NRC, has adopted a comprehensive framework for the annual performance evaluation of the Board, its Committees, the Chairman, Individual Directors. The evaluation of all the Directors, Committees, Chairman of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(v) Remuneration Policy

The remuneration paid to the Directors is in line with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations. The Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, KMP and Senior Management Personnel of the Company. The relevant Policy have been uploaded on the website of the Company and can be accessed through the link https://dxc.com/about-us/legal-compliance/xchanging-solutions-limited-investor-relations#accordion-795160d8ca-item-e4adf1e112

The NRC has also developed the criteria for, inter-alia, determining the qualifications, positive attributes and independence of Directors. The salient features of the Nomination and Remuneration Policy are detailed in the Corporate Governance Report, which forms part of this Annual Report.

The Board members further affirm that the remuneration paid to the Directors, KMP and Senior Management Personnel is in accordance with the Nomination and Remuneration Policy of the Company.

(v) Board/Committee Composition and Meetings

The Company has a strong and diverse Board which has oversight over the Company?s management and its governance. The individual members of the Board bring a wide range of skills, knowledge, experience and perspectives.

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. A calendar of meetings is prepared and circulated in advance to the Directors. Due to business exigencies, the Board has also approved several proposals through resolutions by circulation from time to time.

As required under the Act and the Listing Regulations, the Company has constituted various statutory committees. As on March 31, 2026, the Company has the following committees of the Board.

• Audit Committee

• Risk Management Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee The details of composition of Board and Committees and their meetings held during the year are given in the Corporate Governance Report which form integral part of this Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

(vi) Separate meeting of Independent Directors.

During the financial year ended March 31, 2026, a separate meeting of the Independent Directors of the Company was held on May 21, 2025 without the attendance of Non-Independent Directors and the Management team.

(viii)Directors? Responsibility Statement

In terms of Section 134(3)(c) read with Section 135(5) of the Act, the Directors would like to state and confirm:

(a) That in preparation of the annual financial statement for the year ended March 31, 2026, applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) That such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2026, and of the profit of the Company for the year ended on that date;

(c) That proper and sufficient care has been taken in the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the annual accounts have been prepared on a going concern basis;

(e) Based on the framework laid down by the Board for internal financial controls and compliance systems established and maintained by the Company, work performed by Group Management Team including audit of internal financial control over financial reporting, the Board is of the opinion that proper internal financial controls are in place and such internal financial controls are adequate and are operating effectively; and

(f) That proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

L. RELATED PARTY TRANSACTIONS

In line with the requirements under the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions ("RPTs") and the same can be accessed through the following link https://dxc.com/about-us/legal-compliance/xchanging-solutions-limited-investor-relations#accordion-795160d8ca-item-e4adf1e112 This policy deals with the review and approval of RPTs. All necessary details for each of the RPTs as applicable along with the justification are provided to the Audit Committee in terms of the Act and Listing Regulations read with the SEBI Master Circular(s), as amended.

All RPTs entered during FY2025-26 were in the ordinary course of business and at arm?s length. Further, the Audit Committee has reviewed the RPTs for FY 2025-26 on quarterly basis and approved the estimated related party transactions for the FY 2026-27 as required under the law. There were no RPTs that have any conflict of interest. Details of contracts/ arrangements/ transactions with related parties, as required to be disclosed in Form No. AOC-2 pursuant to Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, is attached as Annexure – I to this Board?s Report.

The details of transactions with all Related Parties are provided in Note 31 of the Notes to the Standalone Financial Statements and hence not repeated here, for the purpose of brevity.

M. AUDITORS

(i) Statutory Auditors and Auditors? Report

The Members of the Company at the 20^th AGM held on September 27, 2021 had re-appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as the Statutory Auditors of the Company to hold office from the conclusion of the 20^th AGM until the conclusion of the ensuing 25^th AGM.

The Statutory Auditors have audited the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026. The Audit Reports form part of this Annual Report and do not contain any qualification, reservation, adverse remark or disclaimer of opinion.

The term of office of M/s. Deloitte Haskins & Sells LLP as Statutory Auditors of the Company shall conclude at the ensuing 25^th AGM. Accordingly, pursuant to the provisions of Section 139 of the Act relating to rotation of auditors and based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s. Walker Chandiok

& Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 25th AGM until the conclusion of the 30^th AGM of the Company. M/s. Walker Chandiok & Co LLP has furnished its consent and confirmed its eligibility for appointment in accordance with Sections 139 and 141 of the Act. The proposed appointment is subject to the approval of the Members at the ensuing AGM. A resolution seeking Members? approval for their appointment forms part of the Notice convening the 25^th AGM.

(ii) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in terms of Regulation 24A of the Listing Regulations, the Shareholders of the Company in the 24^th AGM of the Company held on August 12, 2025 had appointed M/s. MAKS & CO., Company Secretaries, [FRN P2018UP067700] as the Secretarial Auditors of the Company for a first term of 5 (five) consecutive years commencing from April 01, 2025 till March 31, 2030. Accordingly, in terms of provisions of Section 204(1) of the Act, a Secretarial Audit Report for the financial year ended March 31, 2026 given by the Secretarial Auditor of the Company in prescribed Form MR-3 is provided as Annexure -II.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended March 31, 2026 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. MAKS & CO.,Company Secretaries, [FRN P2018UP067700], Secretarial Auditors of the Company.

(iii) Internal Auditors

The Board of Directors appointed Ms. Valerie Bosmans as the Internal Auditor of the Company with effect from May 21, 2025.

Ms. Valerie Bosmans is chief audit executive for DXC Technology. She is responsible for optimizing DXC?s internal audit and enterprise risk management capabilities. Her focus includes fortifying the ERM framework, driving value add reviews and enhancing data analytics competencies across the functions to enable continuous risk management.

(iii) Reporting of Frauds by Auditors

During the financial year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

N. GOVERNANCE

(i) Corporate Governance

The Company is committed to uphold the highest standards of Corporate Governance and to adhere to the requirements set out by the Securities and Exchange Board of India. A detailed report on Corporate Governance along with the Certificate issued by the Practicing Company Secretary, confirming compliance with conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations, is provided as Annexure A, of Corporate Governance Report forming an integral part of this Report.

(ii) Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/ Whistle Blower Policy and a mechanism for Directors, employees and other stakeholders to report genuine concerns. Details of the Vigil Mechanism are provided in the Corporate Governance Report.

Under the Vigil Mechanism/Whistle Blower Policy, employees, Directors, customers, dealers, vendors, suppliers and other stakeholders associated with the Company may report concerns relating to unethical behaviour, actual or suspected fraud, violations of the Company?s Code of Conduct, Corporate Governance policies or any other improper activity. The Policy provides adequate safeguards against victimisation and enables direct access to the Chairman of the Audit Committee in appropriate cases.

During the year under review, no complaint relating to the Company was received under the Vigil Mechanism/ Whistle Blower Policy.

The Vigil Mechanism/Whistle Blower Policy is available on the Company?s website at https://dxc.com/xsl.

(iii) Risk Management

The Company has a Risk Management Framework which provides an integrated approach for managing the risks in various aspects of the business. The detailed framework is provided in the Management Discussion and Analysis Report.

(iv) Internal Financial Controls and their adequacy

Your Company has in place adequate internal financial controls with reference to the financial statements. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors. The Audit Committee ensures adequacy of the system. The Statutory Auditors of the Company also provide their opinion on the internal financial control framework of the Company.

During the year under review, the internal control systems were evaluated and found to be effective, with no reportable material weaknesses identified in either design or operation. Based on the assessment carried out by the Management, internal auditors and statutory auditors, the Board is of the opinion that the Company has adequate internal financial controls with reference to financial statements and that such controls were operating effectively during the year

(v) Disclosure under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of Internal Committee, (formerly, Internal Complaints Committee) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed-off during the financial year ended March 31, 2026:

a) No. of complaints filed during the financial year: Nil

b) No. of complaints disposed off during the financial year: Nil

c) Number of complaints pending as on end of the financial year: Nil

d) No. of cases pending for more than 90 days: Nil

O. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time), the Board has constituted a Corporate Social Responsibility ("CSR") Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Report.

The Company has adopted a CSR Policy in accordance with the provisions of the Act and rules made thereunder. The CSR Policy of the Company outlines its CSR focus areas, guiding principles for CSR activities, identified sectors, reporting mechanisms etc. The CSR Policy of the Company is available on the Company?s website at https://dxc.com/xsl.

The Annual Report on CSR activities, in the prescribed format, for FY 2025-26 as required under section 134 and 135 of the Act, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed to this Report and marked as Annexure –V

P. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Research & Development, Technology Absorption and Foreign Exchange Earning and Outgo is annexed herewith as Annexure –VI.

Q. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 3 and Regulation 34(2) of the Listing Regulations the Company has prepared a Business Responsibility and Sustainability Report and the same forms a part of this Annual Report.

R. OTHER DISCLOSURES

(i) The Company has not issued any sweat equity shares or equity shares with differential rights during the financial year.

(ii) Statutory Disclosures

None of the Directors of your Company are disqualified as per provision of Section 164(2) of the Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Act and the Listing Regulations.

(iii) Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return as on March 31, 2026 in the prescribed Form MGT-7 is available on the Company?s website at https://dxc.com/about-us/legal-compliance/xchanging-solutions-limited-investor-relations#accordion-48c354cb13-item-ef355f45ce.

(iv) Compliance of Secretarial Standards

During the financial year under review, the Company has complied with applicable Secretarial Standards on Board and General Meetings specified by the Institute of Company Secretaries of India pursuant to Section 118(10) of the Act.

(v) Appointment of Independent Director in an unlisted material Subsidiary

Pursuant to and Regulation 24 of the Listing Regulations, Mr. Pankaj Vaish, Independent Director of the Company has been appointed as Independent Director w.e.f. May 23, 2025 on the Board of Directors of Company?s unlisted material subsidiary i.e. Xchanging Solutions (USA), Inc.

(vi) Responsibility For Standalone:

The Company?s Board of Directors is responsible for the information included in the Board?s Report including Annexures to Board?s Report, Management Discussion and Analysis Report and Corporate Governance Report including annexures thereon.

For Consolidated:

The Parent Company?s (Xchanging Solutions Limited) Board of Directors is responsible for the information included in the Board?s Report including Annexures to the Board?s Report, Management Discussion and Analysis Report and Corporate Governance Report including annexures thereon.

(vii)Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

(viii)Significant and material orders

During the Financial Year 2025-26, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company?s operations in future. Further, no penalties have been levied by the SEBI or any other regulator during the year under review.

(ix) Listing

Equity Shares of the Company are listed on National Stock Exchange of India Ltd. and BSE Ltd. The Company has paid required listing fees to Stock Exchanges for FY 2026-27.

(x) Maintenance of Cost Records

The maintenance of cost records, for the services rendered by the Company, is not required pursuant to Section 148 (1) of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014. Hence, Cost audit is not applicable to the Company.

(xi) Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certificate

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Mr. Swaminathan Swaminathan, Managing Director & Chief Executive Officer and Mr. Shrenik Kumar Champalal, Whole Time Director & Chief Financial Officer, for the Financial Year 2025-2026 with regard to the Financial Statements and other matters. The said Certificate forms part of Corporate Governance Report.

(xii) Any proceedings under the Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

(xiii) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions. (xiv) No agreement entered into by the shareholders, promoters, promoter group entities, related parties, directors, KMP, employees of the Company or of its holding, subsidiary or associate company, among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the Company is a party to such agreements.

(xv) Compliance with the Maternity Benefit Act, 1961:

The Company is in regular compliance of the applicable provisions of the Maternity Benefit Act, 1961.

ACKNOWLEDGEMENTS AND APPRECIATION:

The Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company?s Bankers, Regulatory Bodies and Stakeholders including other business associates who have extended their valuable support and encouragement during the year under review.

The Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by executives, officers and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward to your continued support in the future.

For and on behalf of the Board of Directors,
Swaminathan Swaminathan	Shrenik Kumar Champalal
Managing Director &	Whole Time Director &
Chief Executive Officer	Chief Financial Officer
DIN: 10976726	DIN: 08099410
Place: Chennai	Place: Bengaluru
Date: May 21, 2026	Date: May 21, 2026