Your Directors are pleased to present their 26^th Annual Report along with the audited annual accounts for the financial
year ended March 31, 2026

1. FINANCIAL HIGHLIGHTS

The key aspects of the Company’s financial performance for the year ended March 31, 2026 are tabulated below:

(Rupees in Million)

2. OPERATIONAL AND FINANCIAL STATE OF AFFAIRS
OF THE COMPANY

The information on operational and financial
performance is provided under the Management
Discussion and Analysis Report which has been
prepared, inter-alia, in compliance with the provisions
of Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations”).

Apart from the information contained in Notes to
the Financial Statements, no material changes and
commitments have occurred after the closure of
FY2026 till the date of this Report, which would affect
the financial position of the Company.

3. GENERAL RESERVE

The Board has not recommended transfer of any
amount of profit to reserves during the year under
review. Hence, the entire amount of profit for the year
under review has been carried forward to Retained
Earnings.

4. RETURN OF SURPLUS FUNDS TO SHAREHOLDERS
• DIVIDEND

Based on the overall Company’s performance, the
Directors are pleased to recommend a dividend of
Re. 1/- (10%) per share. The total quantum of dividend
payout, if approved by the Members, will be about
Rs. 94.05 million.

Pursuant to the provisions of the Income-tax Act,
1961 and the rules framed thereunder, as amended
from time to time, dividend paid or distributed by
the Company shall be taxable in the hands of the
shareholders. The Company shall, accordingly, make
the payment of the final dividend after deduction of
tax at source as per applicable tax rates.

The Company had paid a dividend of Re. 1/- per share
(10%) in the previous year. The Company intends
to maintain historical payout ratio and is exploring
efficient methods to achieve the same. The historical
data of dividend distributed by the Company is as
follows:

*Earnings per Share has been restated for all previous periods presented to give the effect of bonus equity shares
issued in March, 2026.

The record date for the purpose of ascertaining entitlement
for the said dividend is Friday, August 21, 2026.

The dividend declared by the Company for FY2026 is
in compliance with the Dividend Distribution Policy.

• BUYBACK

During the year, the Company successfully
completed buyback of 625,000 (Six Hundred Twenty-
Five Thousand) fully-paid equity shares of Rs. 10
(Rupees Ten) each at the buyback price of Rs. 4,800
(Rupees Four Thousand Eight Hundred only) per
share and the total buy back amount of Rs. 3,000
Million. The settlement date for the said buyback was
January 2, 2026 and the shares so bought back were
extinguished and the issued and paid-up capital was
amended accordingly.

5. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations,
the Company has formulated a dividend distribution
policy with regards to distribution of dividend to its
shareholders and/or retaining or plough back of its
profits. The Policy also sets out the circumstances such
as financial parameters, internal and external factors,
utilization of retained earnings etc. and different
factors for consideration by the Board at the time of
taking such decisions of distribution or of retention of
profits, in the interest of providing transparency to the
shareholders. The policy has also been hosted on the
Company’s website at https://eclerx.com/wp-content/
uploads/2026/01/DividendDistributionPolicy_2026.pdf.

6. PUBLIC DEPOSITS

During the year, the Company has not accepted
any deposits within the meaning of the provisions
of Section 73 of the Companies Act, 2013 ("the Act”)
read with the Companies (Acceptance of Deposits)
Rules, 2014.

7. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT
VENTURES

The Company had 19 (Nineteen) subsidiaries including
step down subsidiaries as on March 31, 2026.

In terms of the provisions of Section 129(3) of the Act, a
statement containing salient features of the performance
and financial position of each of the subsidiaries is attached
as Annexure-I to this report in Form AOC-1.

During the year under review, the following mergers took
place among the Company’s step-down subsidiaries:

- ASEC Group LLC, step-down subsidiary of the
Company merged into Personiv Eclipse Inc.
(formerly known as Personiv Contact Centres
LLC), another step-down subsidiary of the
Company with effect from October 1, 2025.

- Eclipse Global Holdings Inc (formerly known
as Eclipse Global Holdings LLC), step-down
subsidiary of the Company merged into Personiv
Eclipse Inc (formerly known as Personiv Contact
Centres LLC), another step-down subsidiary of
the Company with effect from November 3, 2025.

There has been no material change in the nature
of the business of subsidiaries, during the year
under review. Pursuant to Section 136 of the Act, the
Financial Statements including Consolidated Financial
Statements of the subsidiaries, along with relevant
documents have been hosted on the Company’s
website www.eclerx.com.

8. CLIENT BASE

The client segmentation, based on the last 12 months’
accrued revenue for the current and previous years,
on a consolidated basis is as follows:

9. INTERNAL FINANCIAL CONTROLS RELATED TO
THE FINANCIAL STATEMENTS

The details in respect of Internal Financial Controls
(IFC) and their adequacy are included in the
Management Discussion and Analysis Report,
which forms a part of the Annual Report.

These controls are reviewed by the management and
key areas are subject to various statutory, internal and
operational audits based on periodic risk assessment.
The findings of the audits are discussed with the
management and key findings are presented before
the Audit Committee and Board of Directors for review
of actionable items. The review of the IFC, inter-alia,
consists of the three components of internal controls,

viz., Entity level controls, Key financial reporting
controls and Internal controls in operational areas.

In addition to this, the Company also has an
Enterprise-Wide Risk Management (EWRM)
framework where the Company has identified
and documented risks with respect to financial
reporting as well as the controls for such risks. The
EWRM framework is also reviewed periodically
and updated as and when required. The Internal
Auditor of the Company periodically conducts
an audit/check of the effectiveness of such
framework and the observations are placed before
the Audit Committee.

10. CHANGES IN SHARE CAPITAL
Paid-up Share Capital

*Pursuant to special resolution passed by the
shareholders through postal ballot on December 4, 2025,
6,25,000 shares were bought back and extinguished, the
issued and paid-up capital was amended accordingly.

**Pursuant to an ordinary resolution passed by the
Shareholders through postal ballot on March 5, 2026, the
Stakeholders Relationship Committee on March 16, 2026
allotted 4,70,25,359 fully paid-up Bonus equity shares of
Rs. 10/- (Rupees Ten Only) each in the proportion of 1 (one)
new equity share for every existing 1 (one) equity share to
the eligible existing shareholders of the Company.

11. AUDITORS OF THE COMPANY

A. STATUTORY AUDITORS

M/s. Price Waterhouse Chartered Accountants
LLP (Firm Registration No. 012754N/N500016)
the Statutory Auditors of the Company, were
appointed by the shareholders at their meeting
held on September 19, 2024, for the period of 5
years i.e. up to 29^th Annual General Meeting.

There are no qualifications, reservations,
adverse remarks or disclaimer made by
M/s. Price Waterhouse Chartered Accountants
LLP, Statutory Auditors in their report for
FY2026. Further, there were no instances
of fraud reported by the Statutory Auditors

during FY2026 in terms of the Section 143 of
the Act read with the Companies (Audit and
Auditors) Rules, 2014.

B. SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the
Act read with the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A (1) of SEBI
Listing Regulations, as amended from time
to time, M/s. Mehta & Mehta, Company
Secretaries (Firm Registration Number
P1996MH007500) were appointed by the
shareholders at their meeting held on
September 10, 2025, for a term of 5 (five)
consecutive years commencing from financial
year 2025-26 till financial year 2029-30.

The report of the Secretarial Auditor is attached
as Annexure-II. The Secretarial Auditors’ Report
does not contain any qualification, reservation
or adverse mark.

The Company is in compliance with the
relevant Secretarial Standards issued by the
Institute of Company Secretaries of India
(ICSI) and notified by the Central Government.

C. COST AUDITOR AND MAINTENANCE OF COST
RECORDS

Cost audit and maintenance of cost records as
prescribed under the provisions of Section 148(1)
of the Companies Act, 2013 are not applicable
for the business activities of the Company.

12. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3)
of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the
Annual Return (Form MGT-7) for the financial year
ended March 31,2026, is hosted on the website of the
Company at https://eclerx.com/investor-relations/.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises
of eminent persons of proven competence and
integrity. They bring diversified experience, strong
financial & business acumen, management &
leadership qualities.

During the year, there has been no change in
the composition of the Board of Directors apart
from the re-appointment of Mr. Srinjay Sengupta
(DIN: 02692531) as an Independent Director of the
Company for the second term of 5 consecutive
years effective from January 28, 2026, which was
approved by the shareholders of the Company

by passing the resolution through Postal Ballot on
March 5, 2026.

In accordance with Section 152 and other
applicable provisions, if any, of the Act read with
Companies (Appointment and Qualification of
Directors) Rules, 2014 and Articles of Association
of the Company, Mr. Anjan Malik, (DIN: 01698542)
retires by rotation, and being eligible, offers himself
for re-appointment at the forthcoming AGM of the
Company.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the Certificate of
Independence from all the Independent Directors
pursuant to Section 149 of the Act and Regulation 16
of the Listing Regulations, confirming and certifying
that they have complied with all the requirements of
being an Independent Director of the Company.

The Independent Directors have also confirmed
that they have complied with the Company’s
Code of Conduct. The Company has also received
declarations under Regulation 25(8) of Listing
Regulations from the Independent Directors
confirming that there were no existing or
anticipation of any circumstances during the year
that could impair their ability to discharge their
duties with an objective independent judgement
and without any external influence.

In the opinion of the Board, all the Independent
Directors have acted with integrity and have the
requisite experience and expertise in the context of
the business of the Company to make a significant
contribution to the deliberations of the Board of
Directors.

15. ANNUAL PERFORMANCE EVALUATION

The Board of Directors of the Company had
appointed an external agency for conducting
evaluation of the performance of the Chairman,
Board, individual Directors including peer review
and self-assessment and of the Committees of the
Board. The report of the performance evaluation
of the individual Directors were submitted to the
respective Directors whereas the observations and
the report on the performance evaluation of the
Board and its Committees was placed before the
Nomination and Remuneration Committee. The
feedback of the Nomination and Remuneration
Committee was then placed before the Board of
Directors for review and taking appropriate action
on the basis of the findings in the performance
evaluation report.

The said evaluation for the Board and individual
Directors was carried out, based on pre-defined
comprehensive checklists, which were circulated

to the Directors covering various evaluation criteria,
inter-alia, modelled on the following factors:

• Accountability towards shareholders;

• Critical review of business strategy;

• Conducive environment for the communication
and rigorous decision making;

• Board’s focus on wealth maximization for shareholders;

• Board’s ability to demand and foster higher performance;

• Business Continuity preparedness;

• Skill set and mix thereof among Board members;

• Flow of information so as to enable informed
opinions by the Directors;

• Adequacy of meetings of Directors in terms of
frequency as well as the time dedicated for discussions
and deliberations.

The performance evaluation criteria for the Committees
of the Board, was modelled on the following factors:

• Contribution, control and counselling by the
Committee on various matters;

• Qualitative comments/inputs;

• Deficiencies observed, if any;

• Qualification of members constituting the Committee;

• Attendance of Committee members in the
respective meetings;

• Frequency of meetings.

In addition, the Chairman of the Board was also evaluated
on the key aspects of his role and the report on his
performance evaluation was placed before the separate
meeting of the Independent Directors for review.
During the year, a separate meeting of Independent
Directors was held on May 13, 2025. In this meeting,
the performance of the Non-Independent Directors,
performance of the Board as a whole and performance
of the Chairman was evaluated, considering the views of
Executive Director and Non-Executive Directors. The same
was also discussed in the subsequent Nomination and
Remuneration Committee Meeting and Board Meeting
that followed the meeting of I ndependent Directors.

16. FAMILIARISATION PROGRAMME

The Company conducts familiarisation programme for
Independent Directors to enable them to get a clear
understanding about the business of the Company,
organizational set-up, functioning of various verticals/
departments, industry scenario, changes in the regulatory
framework and its impact on the business of the Company.

The Company has formulated a detailed Induction pack
for on-boarding of new Directors, which, inter-alia, covers
the following:

• Introduction and meeting with other Directors on
the Board and the Senior Management;

• Brief introduction about the business, strategy
and nature of industry of the Company in which it
operates;

• Roles, rights and responsibilities of Directors
including Independent Directors;

• Extant Committees of Board of Directors;

• Meetings of Board and Committees, venue,
generic dates and timings when such meetings
are generally held and the Annual General Meeting
of shareholders of the Company;

• The Codes of Conduct which are in place and
applicable to the Directors;

• Remuneration payable to Directors pursuant to
shareholders’ approval to that effect;

• Liability Insurances taken by the Company to
cover Directors.

In addition to this, periodic familiarization programmes
are conducted for the Directors about the business
operations, industry overview, threats, opportunities and
challenges in respective verticals. Furthermore, detailed
business presentations are made at quarterly meetings
of Board of Directors. The details of familiarization
programmes/training imparted to Independent Directors
have been hosted on the Company’s website at https://
eclerx.com/wp-content/uploads/2026/03/Details-of-
Familiarisation-Programmes-for-Independent-Directors-
March-2026_KM.pdf.

The Independent Directors are encouraged to attend
educational programs in the area of Board/Corporate
governance.

The Directors have access to management to
seek any additional information, clarification and
details as may be required. In terms of the Listing
Regulations, the standard letter of appointment of
Independent Directors of the Company containing
the requisite familiarization details has been hosted
on the Company’s website at https://eclerx.com/
wp-content/uploads/2025/02/Standard-Terms-
and-Condition-of-Appointment-of-Non-Executive-
Independent-Director.pdf.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act and other
applicable Rules and Regulations, the Directors, to
the best of their knowledge and ability, confirm that:

• in the preparation of the annual accounts for
FY2026, the applicable accounting standards
had been followed along with proper explanation
relating to material departures, if any;

• the Directors had selected such accounting
policies 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 at March 31, 2026
and of the profit or loss of the Company for the
year ended on that date;

• the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the

Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

• the Directors had prepared the annual accounts
on a going concern basis;

• the Directors had laid down internal financial
controls to be followed by the Company and that
such Internal Financial Controls are adequate and
were operating effectively;

• the Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

18. MEETINGS OF THE BOARD AND IT’S COMMITTEES

During FY2026, 5 (Five) Board Meetings were held details
of which, along with particulars of attendance of the
Directors at each of the Board Meetings are given in the
Corporate Governance Report of the Company, which
forms a part of this report. The intervening gap between
the meetings was within the period prescribed under the
Act and the Listing Regulations.

The Company has constituted various Committees of the
Board as required under the Companies Act, 2013 and the
Listing Regulations. For details like composition, terms
of reference, number of meetings held, attendance of
members etc. of such Committee meetings, please refer
to the Corporate Governance Report, which forms a part
of this Annual Report.

19. AUDIT COMMITTEE

As on March 31,2026, the Audit Committee comprised
the following members:

During the year, all recommendations made by the Audit
Committee were accepted by the Board.

The further details of terms of reference and attendance
of members of the Audit Committee are provided in the
Corporate Governance Report, which forms part of this
Annual Report.

20. NOMINATION AND REMUNERATION POLICY

The Company has formulated the Nomination
and Remuneration Policy in accordance with the

provisions of the Act and the Listing Regulations.
The said policy acts as a guideline for determining,
inter-alia, qualifications, positive attributes and
independence of a Director, matters relating to
the remuneration, appointment, removal and
evaluation of performance of the Directors, Key
Managerial Personnel, Senior Management and
other employees. The aforesaid policy is hosted
on the Company’s website at https://eclerx.com/
wp-content/uploads/2025/01/Nomination-and-
Remuneration-policy-Jan-2025-Clean.pdf.

21. VIGIL MECHANISM

The Company has zero tolerance policy for any form
of unethical behaviour. Pursuant to the provisions
of Section 177(9) of the Act and Regulation 22 of the
Listing Regulations, the Company has in place a
Whistle Blower Policy to encourage all employees
or any other person dealing with the Company
to disclose any wrong-doing that may adversely
impact the Company and provides for adequate
safeguards against victimisation of persons who
use such mechanism, the Company’s customers,
shareholders, employees, investors, or the public at
large. This policy, inter-alia, also sets forth:

(i) procedures for reporting of questionable
auditing accounting, internal control and unjust
enrichment matters;

(ii) reporting instances of leak or suspected leak of
Unpublished Price Sensitive Information and

(iii) an investigative process of reported acts of wrong
doing and retaliation from employees, inter-alia,
on a confidential and anonymous basis.

During the year, three whistle-blower complaints
regarding workplace conduct were received, none of
which were significant in nature. These complaints
were duly investigated and resolved in line with
company policies.

The aforesaid policy has also been hosted on the
Company’s website at https://eclerx.com/wp-
content/uploads/2026/01/eClerx-Whistle-Blower-
Policy_review.pdf. The same is reviewed by the Audit
Committee from time to time.

22. PARTICULARS OF LOAN, GUARANTEE AND
INVESTMENTS

The details of loans, guarantees and investments
under the provisions of Section 186 of the Act read
with the Companies (Meetings of Board and its
Powers) Rules, 2014, as on March 31, 2026, are set
out in Note No. 5.1 to the Standalone Financial
Statements of the Company. The Company has
not provided any guarantee during the year under
review.

23. PARTICULARS OF TRANSACTIONS, CONTRACTS
OR ARRANGEMENTS WITH RELATED PARTIES

During FY2026, all the transactions that the Company
entered into with related parties were in the ordinary
course of business and at arm’s length basis.

The Audit Committee approves all the Related Party
Transactions in compliance with the provisions of
the Act and Listing Regulations. Omnibus approval
is obtained on a yearly basis and as and when any
increase in limit is required for transactions which
are repetitive in nature. Details of transactions
entered into pursuant to omnibus approval are
placed before the Audit Committee for review and
approval/noting on a quarterly basis.

Details of all related party transactions are
mentioned in the notes to financial statements
forming part of the Annual Report. The Company
has developed a framework for the purpose of
identification and monitoring of such related party
transactions.

The Company has not entered into material
contracts or arrangements as defined under Section
188 of the Act read with the Companies (Meetings
of Board and its Powers) Rules, 2014. The policy on
Related Parties as approved by the Board is hosted
on the Company’s website a https://eclerx.com/wp-
content/uploads/2025/03/Policy-on-Related-parties-
and-Material-Subsidiaries-1.pdf.

The particulars of the transactions with related
parties pursuant to the provisions of Section 188 of
the Act read with Companies (Meetings of Board
and its Powers) Rules, 2014 are given in form
AOC-2 on page no. 38. Further, details with respect
to related party transactions are also set out in the
Note No. 32 to the Standalone Financial Statements
of the Company for the year ended March 31, 2026.

Pursuant to the related party disclosure
requirements under Part A of Schedule V of Listing
Regulations, there were no loans and advances in
nature of loans outstanding for the financial year
ended March 31, 2026, from subsidiaries, associate
companies or firms/companies in which Directors
are interested.

None of the Directors have any pecuniary relationship or
transactions vis-a-vis the Company except remuneration,
profit-based commission and sitting fees.

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company believes in creating value for all its
stakeholders. It has been conducting business in a
sustainable manner and in a way that delivers long¬
term shareholder value and create maximum value
for the Society.

FORM AOC-2

[Pursuant to clause (h) of sub section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub¬
section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm's length basis:

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2026, which
were not at arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis:

*All transactions were in the ordinary course of business

For and on behalf of the Board of Directors
eClerx Services Limited

Place: Mumbai Shailesh Kekre

Date: August 5, 2026 Chairman

DIN: 07679583

The Company is also committed to ensure that its
actions positively impact the economic, societal
and environmental dimensions of the triple
bottom line.

To reinforce the credibility of our disclosures and to
emphasize our commitment to transparency and
accountability, selected segments of the report
will be undergoing external assurance by a third
party. Identified errors if any, subsequent to the
publication of this report will be promptly rectified
and transparently communicated on our website.

As stipulated under Regulation 34 of the Listing
Regulations, the Business Responsibility &
Sustainability Report forms part of this report.

25. PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo as required, inter-alia, under
Section 134 of the Act read with the Companies

(Accounts) Rules, 2014 is given in the Annexure - III
forming part of this report.

26. ENTERPRISE WIDE RISK MANAGEMENT SYSTEM
AND RISK MANAGEMENT POLICY

Risk management is an integral part of the
Company’s business strategy and the Company
believes that its ability to identify and address such
risks is central to achieving its objectives.

The Company has in place a well-defined Enterprise
Wide Risk Management (‘EWRM’) framework and Risk
Management Policy which, inter-alia, aims at the following:

• Safeguarding the Company assets, interests
and interest of all stakeholders by identifying,
assessing and mitigating various risks.

• Laying down a framework for identification,
measurement, evaluation, mitigation & reporting
of various risks.

• Evolving the culture, processes and structures that
are directed towards the effective management of
potential opportunities and adverse effects, which
the business and operations of the Company are
exposed to.

• Balancing between the cost of managing risk and
the anticipated benefits.

• Creating awareness among the employees to
assess risks on a continuous basis & develop risk
mitigation plans in the interest of the Company.

The Risk Management Committee has been delegated
the task of monitoring and reviewing of the risk
management policy and the EWRM framework of the
Company. The policy and the EWRM framework are
periodically reviewed by senior management to ensure
that the risks are identified, managed and mitigated.
The same is also periodically reported to the Risk
Management Committee, Audit Committee and the
Board of Directors. The Company has also laid down
procedures to inform the Board of Directors about risk
assessment and minimization procedures.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to creating a healthy
working environment that enables employees to
work without fear of prejudice and gender bias. The
Company has in place an Anti-Sexual Harassment
Policy in line with requirements, inter-alia, of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
An Internal Complaints Committee has been
set up to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary and trainees) are covered
under this policy.

Details of sexual harassment complaints received
during FY2026:

• No. of complaints received during FY2026: 7

• No. of complaints disposed off during FY2026:
8 (Includes 2 complaints received in FY25 and
resolved in FY26 within statutory timeline)

• No. of complaints pending as on end of FY2026: 1
(Disposed off in April-2026)

• No. of cases pending for more than ninety days:
None

The Company adheres to the provisions of the
Maternity Benefit Act, 1961.

28. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility and
Environment, Social & Governance Committee
reviews and monitors the CSR projects and
expenditure undertaken by the Company on a
regular basis and apprises the Board of the same.
The total obligation of CSR expenditure for FY2026
was Rs. 97.94 Million out of which Company had
spent Rs. 97.75 Million during FY2026 and an
unspent amount of Rs. 0.19 Million of approved
multiyear/ongoing CSR Projects for FY2026 was
transferred to ‘eClerx Services Limited Unspent CSR
A/C -FY2025-26’, which will be exclusively utilized for
the respective CSR Projects.

Further, Rs. 0.59 Million of approved multi-year/
ongoing CSR Projects for FY2025, which was
transferred to ‘eClerx Services Limited Unspent CSR
A/C -FY2024-25’, was fully utilized in FY2026 for the
respective approved CSR Projects.

The Company’s CSR policy statement and the Annual
Report on CSR activities undertaken during FY2026,
in accordance with Section 135 of the Act read with
Companies (Corporate Social Responsibility Policy)
Rules, 2014 is attached as Annexure-IV to this
report.

Further, in terms of the amended CSR Rules, the
Chief Financial Officer has certified that the funds
disbursed for CSR have been used for the purpose
and in the manner approved by the Board for
FY2026.

29. AWARDS AND RECOGNITION

The details of Awards & Recognition received
by the Company during FY2026 are available on
page no. 7 of this Annual report and also hosted
on the Company’s website at https://eclerx.com/
awards-recognition/.

30. REMUNERATION DETAILS PURSUANT TO COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014 AND OTHER APPLICABLE
PROVISIONS

Details of the ratio of the remuneration of each Director
to the median employee’s remuneration (approx.):¬
- Executive Director: 39 times;

- Non-Executive Non-Independent Director: NA;

- Non-Executive Independent Director: 9 times
(excluding sitting fees).

The percentage increase/(decrease) in remuneration
of each Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if
any, in the financial year:¬
- Executive Director: Nil,

- Non-Executive Independent Directors: 14.29%,

- Chief Financial Officer: 11%,

- Company Secretary: 15%.

The percentage increase/(decrease) in the median
remuneration of employees in the financial year: 6%.
The median remuneration of employees increased by
6% over the prior financial year, which was driven by
net headcount growth, an uptick in hiring, and annual
increments awarded during the year. New hires were
onboarded at salaries above prevailing exit levels,
reflecting the Company’s focus on attracting higher-
calibre talent and its commitment to competitive,
equitable compensation.

The global headcount of the Company and its
subsidiaries as on March 31, 2026 was more than
22,600, which includes 17,170 permanent employees
on the rolls of the Company.

Average percentile increases already made in the
salaries of employees other than the managerial
personnel in the last financial year and its comparison
with the percentile increase in the managerial
remuneration and justification thereof and point
out if there are any exceptional circumstances for
increase in the managerial remuneration: 7.55% for
employees other than senior managerial personnel
v/s 11.46% increase in the senior managerial
remuneration. The increase is determined based
on salary benchmarking done with industry peers
to ensure retention of experienced employees.
Company performance has indirect linkage to overall
compensation of senior management.

The statement containing names of top ten
employees in terms of remuneration drawn and the
particulars of employees as 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 is provided in a
separate annexure forming part of this report. Further,
the report and the annual financial statements
are being provided to the members excluding the
aforesaid annexure. In terms of Section 136 of the Act,
the said annexure is open for inspection and any
member interested in obtaining a copy of the same
may write to the Company Secretary.

The Company affirms that the remuneration is as
per the remuneration policy of the Company.

The details of remuneration paid/payable to
Directors for FY2026 are also provided in the
Corporate Governance Report forming part of this
report.

31. EMPLOYEES’ STOCK OPTION SCHEME/PLAN

Pursuant to the applicable requirements of SEBI
(Share Based Employee Benefits) Regulations
2014, as amended to SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, the
Company has framed and instituted ESOP Scheme
2015 and ESOP Scheme 2022 to attract, retain,
motivate and reward its employees and to enable
them to participate in the growth, development and
success of the Company.

An ESOP trust, which has been set up by the
Company, is managed by independent trustee,
and is authorized for secondary market acquisition
of securities of the Company and utilize against
exercise of securities granted/ to be granted under
the above-mentioned ESOP Schemes. During
FY2026, ESOP Trust acquired 6,99,903 shares from
open market.

All equity shares of the Company arising consequent
to exercise of options under ESOP Scheme 2015
and ESOP Scheme 2022 shall rank pari-passu in all
respects including dividend with the existing equity
shares of the Company. There would not be any
dilution of equity shareholding for exercises done
under both the above Schemes considering the
Trust route model.

During the year, the shareholders of the Company
vide special resolution passed through postal
ballot on March 5, 2026 approved the amendment
in Clause 4.7 of the ESOP Scheme 2022 increasing
the limits for providing loan(s) to the Trust from
Rs. 2,000 Million (Rupees Two Thousand Million
Only) to Rs. 6,000 Million (Rupees Six Thousand
Million Only) for purchase/acquisition of shares from
the secondary market in one or more tranche(s).

The Company has granted stock options from time
to time to its employees and also to employees of
its subsidiaries, and the disclosure in compliance
with SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 is available on the
Company’s website at https://eclerx.com/investor-
relations/ under ‘Financials’ section.

32. ENHANCING SHAREHOLDERS VALUE

The Company is dedicated to generating long¬
term value for its shareholders by delivering strong
operational performance, maintaining cost efficiency,
enhancing its asset and resource base, and pursuing
excellence across all areas of its operations.

The Company firmly believes that its marketplace
success and strong reputation are key drivers of
shareholder value. Its close client relationships and
deep insight into customer needs continue to guide
the development of innovative products and services.

33. HUMAN RESOURCE MANAGEMENT

The Company regards people development as a core
strategic priority, with a holistic commitment across
talent acquisition, employee engagement, rewards
and wellbeing, capability building, and corporate
social responsibility — reflecting its continued
investment in both workforce and community
development. A detailed account of human resource
management initiatives is provided in the Management
Discussion and Analysis Report, which forms part of
this Annual Report.

34. CORPORATE GOVERNANCE

The Securities and Exchange Board of India has
prescribed certain corporate governance standards
vide Regulations 24 and 27 of the Listing Regulations.
Your Directors re-affirm their commitments to
these standards and a detailed Report on Corporate
Governance together with the Auditors’ Certificate on
its compliance is annexed hereto.

35. SUCCESSION PLANNING

The Company has succession plan in place for orderly
succession for appointments to Board and to senior
management. The succession plan is periodically
reviewed and updated to ensure its continued
effectiveness, alignment with the Company’s evolving
business needs and governance requirements.

36. GENERAL DISCLOSURES

The Board of Directors state that no disclosure or
reporting is required in respect of the following
items as there were no transactions/events on these
items during the year under review:

(i) There has been no change in the nature of
business of your Company.

(ii) During FY2026, the Company has not made any
settlement with its bankers for any loan/facility
availed or/and still in existence, hence, there was
no requirement of valuation.

(iii) During FY2026, there was no application made
and proceeding initiated/pending by any
Financial and/or Operational Creditors against
your Company under the Insolvency and
Bankruptcy Code, 2016 (“Code”).

(iv) There were no significant or material orders
passed by any regulatory Authority, Court or
Tribunal which shall impact the going concern
status and Company’s operations in future
during the financial year.

(v) There were no other material changes and com¬
mitments affecting the financial position of the
Company, which had occurred between the end
of the Financial Year to which these financial
statements relate and the date of the Report.

37. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the
Government of India and Company’s bankers for
the assistance, co-operation and encouragement
they extended to the Company. Your Directors
also wish to place on record their sincere thanks
and appreciation for the continuing support and
unstinting efforts of investors, vendors, dealers,
business associates, bankers and employees
in ensuring an excellent all-around operational
performance.

For and on behalf of the Board of Directors
eClerx Services Limited

Place: Mumbai Shailesh Kekre

Date: August 5, 2026 Chairman

DIN: 07679583