Your Directors are pleased to present their 25^th Annual Report along with the audited annual accounts for the financial
year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The key aspects of the Company’s financial performance for the year ended March 31, 2025 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
FY2025 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.

i. 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/- per share (10%). The total quantum of
dividend payout, if approved by the Members, will
be about Rs. 47.65 million.

In view of the changes made under the Income-
tax Act, 1961, by the Finance Act, 2020, 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:

The record date for the purpose of ascertaining
entitlement for the said dividend is August 22, 2025.

The dividend declared by the Company for FY2025 is
in compliance with the Dividend Distribution Policy.

• BUYBACK

During the year, the Company successfully completed
buyback of 1,375,000 (One million Three Hundred
Seventy-Five Thousand) fully-paid equity shares of
Rs. 10 (Rupees Ten) each at the buyback price of
Rs. 2,800 (Rupees Two Thousand Eight Hundred
only) per share and the total buy back amount
of Rs. 3,850 million. The settlement date for the
said buyback was July 22, 2024 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/investors/
corporate-governance/policies/.

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 20 (Twenty) subsidiaries including
step down subsidiaries and 1 (One) associate
company as on March 31, 2025.

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, the Company’s Wholly Owned Subsidiary,
eClerx Investments (UK) Limited completed setting-up
of following two subsidiaries:

- a 99% Subsidiary at Peru in the name of ‘eClerx Peru
SAC’ on October 30, 2024. Remaining 1% shares are
held by eClerx Limited, wholly owned subsidiary of
the Company.

- a 99% Subsidiary at Egypt in the name of ‘eClerx
Egypt’ on February 25, 2025. Remaining 1% shares
are held by eClerx Limited, wholly owned subsidiary
of the Company.

There has been no material change in the nature of
the business of subsidiaries and associate company,
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
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. Internal controls are adequate
and controls are operating efficiently.

10. CHANGES IN SHARE CAPITAL

*Pursuant to special resolution passed by the
shareholders through postal ballot on June 23, 2024,
13,75,000 shares were bought back and extinguished,
the issued and paid up capital was amended accordingly.

# Before elimination of the shares held by eClerx Employee
Welfare Trust (ESOP Trust).

11. AUDITORS OF THE COMPANY

A. STATUTORY AUDITORS

The Members of the Company at the
24^th Annual General Meeting held on
September 19, 2024 appointed M/s. Price
Waterhouse Chartered Accountants LLP (Firm
Registration No. 012754N/N500016) as Statutory
Auditors of the Company for the period of

5 (five) years starting from FY2025 to FY2029
and to hold office from conclusion of
24^th Annual General Meeting till conclusion of
29^th Annual General Meeting. M/s. S.R. Batliboi

6 Associates LLP (Firm Registration No.
101049W/E300004) ceased to be the Statutory
Auditors of the Company due to expiry of their
second term of 5 (Five) consecutive years at the
24^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 FY2025.
Further, there were no instances of fraud
reported by the Statutory Auditors during FY2025
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, the Board of Directors of the Company
have recommended to the shareholders, the
appointment M/s. Mehta & Mehta, Company
Secretaries Firm (Registration Number
P1996MH007500) as the Secretarial Auditors for
conducting the audit of the secretarial records
for a period of 5 (five) years commencing from
FY2026 till FY2030.

The detailed proposal for the appointment of M/s.
Mehta & Mehta, Company Secretaries as Secretarial
Auditors of the Company is given at the Resolution
No. 4 of the Notice of 25^th Annual General Meeting.

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,
2025, is hosted on the website of the Company at
https://eclerx.com/investors/financials/.

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.

Appointments:

During the year, there has been no change in the
composition of the Board of Directors apart from the
appointment of Mr. Amit Majmudar (DIN: 00565425)

as an Independent Director of the Company for
the first term of 5 consecutive years effective from
April 1, 2024, which was approved by the shareholders
of the Company by passing the resolution through
Postal Ballot on March 7, 2024.

Retirements:

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. Priyadarshan Mundhra, (DIN: 00281165) 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 16, 2024. 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 Independent 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:

• I ntroduction 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/2025/02/Details-of-Familiarisation-Programmes-
for-Independent-Directors-March-2025.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
FY2025, 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, 2025 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 ITS COMMITTEES

During FY2025, 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,
number of meetings held, attendance of members
etc. at such Committee meetings, please refer to the
Corporate Governance Report, which forms a part of
this Annual Report.

19. AUDIT COMMITTEE

During the year, the Audit Committee was re-constituted
with effect from April 1, 2024 as below:

The majority of the Members are Independent
Directors and Mr. Amit Majmudar, Independent
Director is the Chairperson of the Committee.

The Board of Directors appointed Mr. Shailesh
Kekre, Independent Director as Member and
Mr. Amit Majmudar, Independent Director as

Member & Chairperson of the Audit Committee with
effect from April 1, 2024.

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

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/investors/corporate-governance/policies.

21. VIGIL MECHANISM

The Company has zero tolerance policy for any form
of unethical behaviour. Pursuant to the provisions
of Section 177(10) 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.

No whistle-blower complaints have been received
during the year under review.

The aforesaid policy has also been hosted on the
Company’s website at https://eclerx.com/investors/
corporate-governance/policies/. 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, 2025, 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 FY2025, 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 and the Board 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 at https://eclerx.com/investors/
corporate-governance/policies/.

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 as under. Further, details
with respect to related party transactions are also
set out in the Note No. 31 to the Standalone Financial
Statements of the Company for the year ended
March 31,2025.

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, 2025, 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.

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.

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, 2025, 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: July 24, 2025 Chairman