1. We have audited the accompanying standalone
financial statements of eClerx Services Limited ("the
Company” including eClerx Employees Welfare
Trust), which comprise the Standalone Balance Sheet
as at March 31, 2026, and the Standalone Statement
of Profit and Loss (including Other Comprehensive
Income), the Standalone Statement of Changes in
Equity and the Standalone Statement of Cashflows
for the year then ended, and notes to the financial
statements, including material accounting policy
information and other explanatory information.

2. In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give the
information required by the Companies Act, 2013
("the Act”) in the manner so required and give a
true and fair view in conformity with the accounting
principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2026, and
total comprehensive income (comprising of profit
and other comprehensive loss), changes in equity
and its cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under Section
143(10) of the Act. Our responsibilities under those
Standards are further described in the "Auditors’
Responsibilities for the Audit of the standalone
Financial Statements” section of our report. We
are independent of the Company in accordance
with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the
ethical requirements that are relevant to our audit
of the standalone financial statements under the
provisions of the Act and the Rules thereunder, and
we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a
basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our
professional judgement, were of most significance in our
audit of the standalone financial statements of the current
period. These matters were addressed in the context
of our audit of the standalone financial statements as a
whole and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

Other Information

5. The Company’s Board of Directors is responsible
for the other information. The other information
comprises the information included in the
Management Discussion and analysis, Directors’
report, Corporate Governance Report, Business
Responsibility and Sustainability Report and other
information included in the Company’s Annual
report but does not include the standalone financial
statements and our auditor’s report thereon. The
Annual report is expected to be made available to us
after the date of this auditors’ report.

Our opinion on the standalone financial statements
does not cover the other information and we will not
express any form of assurance conclusion thereon.

In connection with our audit of the standalone
financial statements, our responsibility is to read the
other information identified above when it becomes
available and, in doing so, consider whether the
other information is materially inconsistent with the
standalone financial statements or our knowledge
obtained in the audit, or otherwise appears to be
materially misstated.

When we read the Annual report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those
charged with governance and take appropriate
action as applicable under the relevant laws and
regulations.

Responsibilities of management and those charged

with governance for the standalone financial statements

6. The Company’s Board of Directors is responsible for
the matters stated in Section 134(5) of the Act with
respect to the preparation of these standalone financial
statements that give a true and fair view of the financial
position, financial performance, changes in equity
and cash flows of the Company in accordance with
the accounting principles generally accepted in India,
including the Indian Accounting Standards specified
under Section 133 of the Act. This responsibility also
includes maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgements and estimates that are
reasonable and prudent; and design, implementation
and maintenance of adequate internal financial
controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting
records, relevant to the preparation and presentation
of the standalone financial statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.

7. In preparing the standalone financial statements,
Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless Board of Directors either intends
to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

8. Those Board of Directors are also responsible for
overseeing the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone

Financial Statements

9. Our objectives are to obtain reasonable assurance
about whether the standalone financial statements
as a whole are free from material misstatement,
whether due to fraud or error, and to issue
an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material
misstatement when it exists. Misstatements can
arise from fraud or error and are considered material
if, individually or in the aggregate, they could
reasonably be expected to influence the economic
decisions of users taken on the basis of these
standalone financial statements.

10. As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional
scepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations,
or the override of internal control.

• Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the Act,
we are also responsible for expressing our opinion
on whether the Company has adequate internal
financial controls with reference to standalone
financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management.

• Conclude on the appropriateness of
management’s use of the going concern basis
of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company’s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor’s report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date
of our auditor’s report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation

11. We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings, including any significant deficiencies
in internal control that we identify during our audit.

12. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

13. From the matters communicated with those charged
with governance, we determine those matters
that were of most significance in the audit of the
standalone financial statements of the current period
and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or
regulation precludes public disclosure about the
matter or when, in extremely rare circumstances,
we determine that a matter should not be
communicated in our report because the adverse
consequences of doing so would reasonably be
expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory Requirements

14. As required by the Companies (Auditor’s Report)
Order, 2020 ("the Order”), issued by the Central
Government of India in terms of sub-section (11) of
Section 143 of the Act, we give in the Annexure B a
statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.

15. As required by Section 143(3) of the Act, we report

that:

(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

(b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of those
books.

(c) The standalone Balance Sheet, the standalone
Statement of Profit and Loss including other
comprehensive income, the standalone Statement
of Changes in Equity and the standalone
Statement of Cashflows dealt with by this Report
are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act.

(e) On the basis of the written representations
received from the directors as on March 31, 2026
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,
2026 from being appointed as a director in terms
of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in “Annexure A”.

(g) With respect to the other matters to be included
in the Auditors’ Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements -
Refer Note 31. c to the standalone financial
statements.

ii. The Company was not required to recognise
a provision as at March 31, 2026 under
the applicable law or Indian Accounting
Standards, as it does not have any material
foreseeable losses on long term contracts
including long-term derivative contracts.

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company during the year.

iv. (a) The management has represented
that, to the best of its knowledge and
belief, as disclosed in the Note 41 (vii) to
the standalone financial statements, no
funds have been advanced or loaned or
invested (either from borrowed funds or
share premium or any other sources or
kind of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
whether, directly or indirectly, lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

(b) The management has represented that,
to the best of its knowledge and belief,
as disclosed in the Note 41 (vii) to the
standalone financial statements, no funds
have been received by the Company
from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or
invest in other persons or entities identified
in any manner whatsoever by or on behalf of
the Funding Party (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we

considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (a) and (b)
contain any material misstatement.

v. The dividend paid by the Company during
the year in respect of the prior year ended

March 31, 2025 is in accordance with Section
123 of the Act to the extent it applies to
payment of dividend. Further, as stated
in Note 13 to the standalone financial
statements, the Board of Directors of the
Company has proposed final dividend for
the year, which is subject to the approval of
the members at the ensuing Annual General
Meeting.

vi. Based on our examination, which included
test checks, the Company has used multiple
accounting software for maintaining its
books of account which have a feature of
recording audit trail (edit log) facility and
that have operated throughout the year
for all relevant transactions recorded in the
software. During the course of our audit,
we did not notice any instance of audit
trail feature being tampered with. Further,
the audit trail has been preserved by the
Company as per the statutory requirements
for record retention.

16. The Company has paid/ provided for managerial
remuneration in accordance with the requisite
approvals mandated by the provisions of Section 197
read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number:012754N/N500016

Neeraj Sharma

Partner

Membership Number: 108391

UDIN: 26108391GIYCBJ 6667

Place: Mumbai

Date: May 13, 2026