Your Directors are pleased to present the Thirty-Third Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

Business Update

Reaching $1 billion in annualized revenue in FY23 is the culmination of a 33-year voyage for The Persistent Way, a reflection of our distinctive history, unique approach and differentiated delivery model that continues to earn trust from our clients around the world. We sincerely thank our customers, partners, employees and shareholders for joining us on this incredible journey.

We know that our targeted investments, focused acquisitions, intelligent capital expenditures and unmatched Digital Engineering leadership is what brought us to this moment. We understand that we must continue to reimagine our capabilities to differentiate ourselves, not just by saying things differently but also by doing them differently for our clients, partners and employees. We’re also moving quickly to take advantage of top-of-mind enterprise trends so our clients can leverage these technologies and our software engineering prowess to weather uncertain economic conditions and achieve additional growth.

Our current strategy revolves around helping clients take a hard look at their traditional approaches, prioritize focus areas, improve productivity and sustain competitive advantage. We enable this pragmatic approach with a keen focus on core areas and cost management through the reprioritization of non-core operations. With this reprioritization, many clients want to focus on emerging technologies such as AI, machine learning, cybersecurity and cloud computing, but lack the necessary talent and resources — which provides us additional opportunities to support our clients in these areas through our scalable software engineering capabilities.

During the last few years, we’ve laid the groundwork to prepare for the next stage of your Company’s growth journey. We have consistently grown for the last 12 quarters and have hired and nurtured necessary talent to respond to market demand, without any layoffs including during the pandemic. Our talent acquisition and development strategy through our awardwinning Persistent University has been consistently recognized as one of the best corporate learning programs. This focus on talent development led to a 23% YoY increase in our global workforce, which now stands at 22,750 across an expanded network of delivery centers in 21 countries.

Among all the technology trends that emerged during FY23, Generative AI quickly took center stage, and we quickly pivoted to focus on this technology, stay ahead of our competitors and stake out a leadership position. We established a dedicated task force to develop and test proof-of-concept solutions across verticals with an emphasis on cost, speed, security and privacy. We gained early access to Generative AI tools and innovation from major partners such as Microsoft, AWS, Google and Salesforce to develop digital assistants and workforce productivity tools for better user experiences.

Similarly, we started co-innovating with clients to craft customized Generative AI use cases to meet their requirements. We also rolled out a plan to educate our workforce — those using Generative AI and those creating Generative AI use cases - on utilizing the technology in their work, and provide guidance on the legal, security, regulatory and reputational risks associated with its use. All this activity forms a solid foundation on which we can build and accelerate our Generative AI solutions and market leadership going forward.

We also increased investments and co-innovation activity with our hyperscaler partners across a variety of technologies including cloud, cybersecurity, Intelligent Automation and AI. Working with AWS, we achieved Rising Star status in ISG Provider Lens™ Quadrant Reports for AWS Partner Ecosystem. We added 1,200 Google certifications among our staff in less than a year. We continued to build upon on 20-year product development and technology alliance with IBM. We announced a new expansive Microsoft partnership and a dedicated Microsoft VIVA practice to enhance employee experiences and leverage Generative AI. We were recognized as a top 10 Salesforce partner worldwide with 49% YoY Salesforce Certified headcount growth and 30% YoY increase in certifications. We added a deeper layer of domain expertise across BFSI, software and hi-tech, healthcare and all our target verticals with leaders who bring specialized industry knowledge to drive the digital transformations.

All these investments are driven by our mission to be disruptive innovators who bring clients business agility and maximize value creation and growth through enterprise modernization. We continue to be recognized for our commitment to client success and our strategic investments. Our solutions have been ranked as industry-leading by leading third-party analyst firms

such as Gartner, ISG, Zinnov and Everest Group. In fact, for the tenth consecutive year, we are a leader in the Zinnov Zones™ Engineering Research and Development Services ratings, and we were listed on the Constellation ShortList™ for Innovation Services and Engineering for the fifth consecutive year.

Your Company remains focused on its differentiated go-to-market strategy, operational excellence, partner ecosystem expansion and innovative technology breakthroughs. As we embark on this next evolutionary phase, we will play to our strengths as a scalable global company that challenges the status quo, delivers personalized care to clients, and continues to engineer success and deliver value for our all our stakeholders.

A. Financial Section

Financial Results

The highlights of the financial performance on a consolidated basis for the year ended March 31, 2023, are as under:

[Conversion Rate USD 1 = ? 80.46 for Profit and Loss items; USD 1 = ? 82.17 for Balance Sheet items (Financial Year 2022-23) and USD 1 = ? 74.59 for Profit and Loss items; USD 1 = ? 75.79 for Balance Sheet items (Financial Year 2021-22)]

* Includes notional interest on lease liability FY23: ? 137.86 Million (FY22: ? 84.06 Million) recognized in accordance with IND AS - 116 on Leases and notional interest on amounts due to selling shareholders ? 112.76 Million (Previous year: 15.73)

# Equity Share Capital, Reserves and Surplus (excluding Gain on bargain purchase) and other comprehensive income are considered for the purpose of computing Net Worth and Book Value per share.

[Conversion Rate USD 1 = ? 80.46 for Profit and Loss items; USD 1 = ? 82.17 for Balance Sheet items (Financial Year 2022-23) and USD 1 = ? 74.59 for Profit and Loss items; USD 1 = ? 75.79 for Balance Sheet items (Financial Year 2021-22)]

* Includes notional interest on lease liability FY23: ? 119.73 Million (FY 22: ? 68.59 Million) recognized in accordance with IND AS - 116 on Leases and notional interest.

# Equity Share Capital, Reserves and Surplus (excluding Gain on bargain purchase), and other comprehensive income are considered for the purpose of computing Net Worth and Book Value per share.

Material Events Occurring after Balance Sheet Date

The Board of Directors of your Company at its meeting held on Wednesday, March 22, 2023, approved the issuance of 500,000 (Five Hundred Thousand only) Equity Shares of T10 each to PSPL ESOP Management Trust (‘ESOP Trust’) at the allotment price of T 2,789 per Equity Share, aggregating to the total consideration of T 1,394.50 Million and the Board had authorized the Stakeholders Relationship and ESG Committee to allot the said Equity Shares to the ESOP Trust. The ESOP Trust made the payment of the consideration on April 5, 2023, and accordingly, 500,000 (Five Hundred Thousand only) Equity Shares of T 10 each were allotted to the ESOP Trust on April 6, 2023. Consequent to this, the paid-up share capital of your Company increased from 76.43 Million Equity Shares to 76.93 Million Equity Shares. The listing of 500,000 shares on the Stock Exchanges has been completed.

Persistent Systems Inc., USA (a wholly owned subsidiary of your Company) formed its wholly-owned subsidiary in Poland on April 5, 2023. The new entity is a step-down subsidiary of your Company.

CAPIOT Software Pte. Ltd., Singapore (a wholly owned subsidiary of CAPIOT Software Inc.) has been struck off w.e.f. April 6, 2023. Your Company is yet to receive the final official letter from the concerned authorities.

SCI Fusion 360, LLC (a wholly owned subsidiary of Persistent Systems Inc.) has been dissolved w.e.f. May 31, 2023.

There were no other material changes and commitments affecting the financial position of your Company between the end of the Financial Year 2022-23 and the date of this report.

Particulars required as per Section 134 of the Companies Act, 2013

As per Section 134 of the Companies Act, 2013 (the ‘Act’), your Company has provided the Consolidated Financial Statements as on March 31, 2023. Your Directors believe that the consolidated financial statements present a more comprehensive picture as compared to standalone financial statements. These financial statements are available for inspection during business hours at the Registered Office of your Company and the respective subsidiary companies. A statement showing the financial highlights of the subsidiary companies is enclosed to the Consolidated Financial Statements.

The Annual Report of your Company does not contain full financial statements of the subsidiary companies, however, your Company will make available the audited annual accounts and related information of the subsidiary companies electronically in line with the Ministry of Corporate Affair (MCA) Circular dated May 5, 2020, and its extensions from time to time upon request by any Member of your Company.

Consolidated Financial Statements

Consolidated financial statements of your Company and its subsidiaries as at March 31, 2023, are prepared in accordance with the Indian Accounting Standard (Ind AS) 110 on ‘Consolidated Financial Statements’ notified by the MCA and forms part of this Annual Report.

Auditors

Statutory Auditors

The Members of your Company at the 30^th Annual General Meeting (AGM) held on July 24, 2020, appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as the Statutory Auditors of your Company to hold such office for a period of 5 (Five) years i.e. up to the conclusion of the 35^th AGM to be held in the calendar year 2025; on or before September 30, 2025.

Further, in terms of Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’), the Statutory Auditors of your Company are subjected to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI). M/s. Walker Chandiok & Co LLP have confirmed that they hold a valid certificate issued by the ‘Peer Review Board’ of ICAI and have provided a copy of the said certificate to your Company for reference and records.

The Auditors’ Report for the FY 2022-23 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditors

Pursuant to Section 204 of the Act, the Board of Directors had appointed M/s. SVD and Associates, Practicing Company Secretaries, as the Secretarial Auditors of your Company for the Financial Year 2022-23.

Accordingly, the Secretarial Auditor has given the report, which is annexed hereto as Annexure A. The comments of the Board on the observations of the Secretarial Auditor are as follows:

Reporting of Frauds by the Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report or directly to the Central Government under intimation to your Company.

Adequacy of the Internal Financial Controls

Your Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.

Your Board has laid down policies and processes with respect to internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by your Company for ensuring orderly and efficient conduct of business including adherence to your Company’s policies, safeguarding of the assets of your Company, prevention, and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Internal Audit

The details of the internal audit team and its functions are given in the Management Discussion and Analysis Report forming part of this Annual Report.

Disclosure about the Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by your Company.

Particulars of Loans and Guarantees Given and Investments made

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report. (Refer notes 5, 6, 14, 17, 33 and 42 of the Standalone Financial Statements)

Transfer to Reserves

As per the policy of your Company on transfer of surplus profit to reserves, an amount of ? 3,164.51 Million has been transferred to the General Reserve and an amount of ? 1,750.42 Million will be retained in the Statement of Profit and Loss after payment of dividend. The balance in Profit and Loss Account as on March 31, 2023 is ? 15,575.98 Million and in the General Reserves is ? 20,824.26 Million.

Fixed Deposits

In terms of the provision of Sections 73 and 74 of the Act read with the relevant Rules, your Company has not accepted any fixed deposits during the year under report.

Liquidity

Your Company continues to maintain adequate liquidity to meet the necessary strategic and growth objectives.

Your Company aims to balance between earning adequate returns on liquid assets and the need to cover financial and business risks. As at March 31, 2023, your Company, on a standalone basis, had cash and cash equivalents (including investments) amounting to ? 11,352.08 Million as against ? 14,667.67 Million as at March 31, 2022.

During the FY 22-23, your Company has liquidated major portion of investment to fund the MediaAgility acquisition and investment in property.

Update on Fixed Deposits with IL&FS

Your Company has deposits of T 430 Million with Infrastructure Leasing & Financial Services Ltd. (IL&FS) and IL&FS Financial Services Ltd. (referred to as “IL&FS Group”) as on the balance sheet date. These were due for maturity from January 2019 to June 2019. In view of the uncertainty prevailing with respect to recovery of outstanding balances from IL&FS Group, the Management of your Company has fully provided for these deposits, along with interest accrued thereon till the date the deposits had become doubtful of recovery. The Management is hopeful of recovery though with a time lag. Your Company continues to monitor developments in the matter and is committed to take steps including legal action that may be necessary to ensure full recovery of the said deposits.

Related Party Transactions

The Policy to determine the materiality of related party transactions and dealing with related party transactions, as approved by the Board of Directors, is available on your Company’s website at https://www.persistent.com/investors/corporate-governance/related-partv-transactions-policv/

During the year under report, your Company did not enter into any material transaction with any party who is related to it as per the Act. There were certain transactions entered into by your Company with its subsidiaries and other parties who are related within the meaning of Indian Accounting Standard (Ind AS) 24. The attention of Members is drawn to the disclosure of transactions with such related parties set out in Note No. 33 of the Standalone Financial Statements, forming part of this Annual Report. The Board of Directors confirms that none of the transactions with any of the related parties were in conflict with your Company’s interests. The list of Related Party Transactions entered into by your Company for the Financial Year 2022-23 (on a consolidated basis) is available on https://www.persistent.com/investors/corporate-governance/related-party-transactions-policy/

The related party transactions are entered into based on considerations of various business requirements, such as synergy in operations, sectoral specialization, and your Company’s long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity, and capital resources of subsidiaries.

All related party transactions are entered into on an arm’s length basis, are in the ordinary course of business, and are intended to further your Company’s interests.

The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure B in Form No. AOC-2 and the same form part of this report.

B. Board and its Committees

Board Meetings

The details pertaining to the composition, terms of reference, and other details of the Board of Directors of your Company and the meetings thereof held during the Financial Year 2022-23 are given in the Report on Corporate Governance forming part of this Annual Report.

Directors and Key Managerial Personnel

During the year under report, the Members of your Company in the 32^nd AGM confirmed the following:

a. Not to fill the vacancy caused by the retirement of Mr. Thomas Kendra, California, USA (DIN: 07406678), Non-Executive Non-Independent Director, who retired by rotation, but did not seek re-appointment.

b. Appointment of Ms. Avani Davda (DIN: 07504739) as an Independent Director of your Company, not liable to retire by rotation, to hold office for the first term of 5 (Five) consecutive years i.e. from December 28, 2021, to December 27, 2026.

c. Appointment of Mr. Arvind Goel (DIN: 02300813) as an Independent Director of your Company, not liable to retire by rotation, to hold office for the first term of 5 (Five) consecutive years i.e. from June 7, 2022, to June 6, 2027.

d. Appointment of Dr. Ambuj Goyal (DIN: 09631525) as an Independent Director of your Company, not liable to retire by rotation, to hold office for the first term of 5 (Five) consecutive years i.e. from June 7, 2022, to June 6, 2027.

e. Appointment of Mr. Dan’l Lewin (DIN: 09631526) as an Independent Director of your Company, not liable to retire by rotation, to hold office for the first term of 5 (Five) consecutive years i.e. from June 10, 2022, to June 9, 2027.

f. Re-appointment of Mr. Sandeep Kalra (DIN: 02506494) as an Executive Director of the Company liable to retire by rotation, to hold the office with effect from June 11, 2022, till September 30, 2025.

The Board is grateful to Mr. Kendra for his contribution to your Company.

Retirement of Mr. Pradeep Bhargava and Dr. Anant Jhingran, Independent Directors:

\ The re-appointment of Mr. Pradeep Bhargava, Independent Director (DIN: 00525234) for the second term was made at the 29^th AGM held in July 2019 for a period of 3 years for a term up to the conclusion of the 32^nd AGM. Accordingly, he retired at the conclusion of the 32^nd AGM held on July 19, 2022, on completing a ten-year term as a Director of your Company.

\ The re-appointment of Dr. Anant Jhingran, Independent Director (DIN: 05116722) for the second term was made on November 21, 2017, for a period of 5 years. Accordingly, he completed his term and retired on November 20, 2022.

The Board is grateful to Mr. Bhargava and Dr. Jhingran for their contribution to your Company.

Resignation of Mr. Guy Eiferman and Prof. Deepak Phatak, Independent Directors:

\ During the year under report, Mr. Guy Eiferman, Independent Director (DIN: 08101854) had resigned effective from July 19, 2022 due to his personal reasons. He had confirmed that there were no material reasons for his resignation.

\ Further, on April 2, 2023, Prof. Deepak Phatak (DIN: 00046205) upon reaching the age of 75 years, decided to step down from the position of Independent Director of your Company. This is in accordance with your Company’s internal norms w.r.t. the age of Independent Directors. He had confirmed that there were no material reasons for his resignation.

The Board noted and accepted these separations, thanked Mr. Eiferman and Prof. Phatak for their contribution to the Company, and wished them the best for their future endeavors.

Appointment of a Director since last AGM:

During the year under report and to date, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of your Company made the appointment of Dr. Ajit Ranade (DIN: 00918651) as an Additional Director (Independent Member). Dr. Ranade has been appointed as an Additional Director (Independent Member) of the Company to hold office for a term of 5 (Five) consecutive years i.e. from June 6, 2023 to June 5, 2028, subject to approval by the Members at the ensuing AGM.

Your Board considered expertise in large-scale global operations, strategy and planning, financial, treasury management, taxation expertise, and governance compliance of Dr. Ranade while recommending his appointment.

He has a valid registration of the MCA Databank of Independent Directors.

Dr. Ranade has confirmed his eligibility and willingness to accept the office of the Director of your Company if approved by the Members at the ensuing AGM. In the opinion of your Directors, he has the requisite qualifications and experience, and therefore, your Directors recommend that the proposed resolution relating to the appointment of Dr. Ranade be passed with the requisite majority. His profile forms part of this Annual Report and has also been provided in the Notice of the 33^rd AGM.

Retirement by Rotation:

In terms of Section 152(6) of the Act and Article 137 of the Articles of Association of your Company, Dr. Anand Deshpande (DIN: 00 005721), Chairman and Managing Director is liable to retire by rotation at the ensuing AGM as he is the Non-Independent Director who is holding office for the longest period among the Non-Independent Directors on the current Board.

Dr. Deshpande has confirmed his eligibility and willingness to accept the office of the Director of your Company if confirmed by the Members at the ensuing AGM. In the opinion of your Directors, Dr. Deshpande has the requisite qualifications and experience and therefore, your Directors recommend that the proposed resolution relating to the reappointment of Dr. Deshpande be passed with the requisite majority.

At present, your Company has 7 (Seven) Non-Executive Members on the Board who are Independent Directors. Pursuant to Regulation 17(1)(b) of the Listing Regulations, every listed company shall have at least half of its total strength of the Board of Directors as Independent Directors where the Chairperson is an Executive Director. Your Company complies with this requirement.

There is no inter se relationship between the Directors except the following:

1\ Mr. Praveen Kadle, Independent Director of the Company was the Chairman, Non-Executive Non-Independent Director of Tata AutoComp Systems Limited where Mr. Arvind Goel, Independent Director of the Company is the Managing Director and Chief Executive Officer till January 28, 2023.

2\ Dr. Ranade is the Director of Mahratta Chamber of Commerce Industries and Agriculture (MCCIA) where Dr. Anand Deshpande (Chairman and Managing Director of the Company) is the Vice President and Director, and Mr. Arvind Goel (Independent Director of the Company) is the Director

3\ Dr. Deshpande is the Nominee of the Chancellor on the Board of Management of Gokhale Institute of Politics and Economics, where Dr. Ranade is a Vice-Chancellor.

In terms of the Listing Regulations, your Company conducts the Familiarization Program for Independent Directors about their roles, rights, and responsibilities in your Company, the nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of the same can be found at: https://www.persistent. com/investors/familiarisation-programme/

Declaration of Independence by Independent Directors

The Board confirms that all Independent Directors of your Company have given a declaration to the Board that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16 of the Listing Regulations.

Further, they have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the Financial Year 2022-23, a separate meeting, exclusively of the Independent Directors was held on January 18, 2023, in which the Independent Directors transacted the following businesses along with few other important strategic and policy-related matters:

1\ Reviewed performance of the Executive Directors and Management of the Company

2\ Discussed the quality, quantity and timeliness of the flow of information between the Directors and the Management of the Company

3\ Discussed the strategic matters of the Company and current state of the global IT industry 4\ Discussed the business continuity plan in the organization

Committees of the Board

The details of the powers, functions, composition, and meetings of all the Committees of the Board held during the year under report are given in the Report on Corporate Governance forming part of this Annual Report.

Audit Committee

The details pertaining to the composition, terms of reference, and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the Financial Year are given in the Report on Corporate Governance forming part of this Annual Report. The recommendations of the Audit Committee in terms of its Charter were considered positively by the Board of Directors of your Company from time to time during the year under Report.

Nomination and Remuneration Committee

The details including the composition and terms of reference of the Nomination and Remuneration Committee and the meetings thereof held during the Financial Year and the Remuneration Policy of your Company and other matters provided in Section 178(3) of the Act are given in the Report on Corporate Governance section forming part of this Annual Report.

The policy for the appointment of a new director on the Board is as follows:

The Board of Directors decide the criteria for the appointment of a new director on the Board from time to time depending on the dates of retirement of existing Directors and the strategic needs of the Company. The criteria includes expertise area, industry experience, professional background, association with other companies, and other important parameters.

Once the criteria is determined, the Board directs the Nomination and Remuneration Committee to compile profiles of suitable candidates through networking, industry associations and business connections. The Nomination and Remuneration Committee considers each and every profile on the decided parameters and shortlists the candidates. Shortlisted candidates are then interviewed personally or through tele-conference by the Members of this Committee.

Once the Committee is convinced about a candidate’s competency, his/her business acumen, commitment towards his/her association with your Company, disclosure of his/her interest in other entities and his/her availability for your Company on various matters as and when they arise, it recommends the candidate to the Board of Directors for its further consideration. Generally, the Board accepts the recommendation by consensus.

The said Policy is also available on your Company’s website at https://www.persistent.com/wp-content/uploads/2022/05/ Policy-for-appointment-of-a-new-director.pdf

The general terms and conditions of appointment of Independent Directors is available on the Company website at

https://www.persistent.com/investors/corporate-governance/other-disclosures/terms-and-conditions-of-appointment-of-

independent-directors/

The Board Diversity Policy adopted by the Board sets out its approach to diversity. The policy is available on our website, at https://www.persistent.com/wp-content/uploads/2023/05/Board-Diversitv-Policv.pdf

Performance Evaluation of the Board, its Committees and Directors

Your Company conducted the annual performance evaluation of the Board, the Chairman, its various Committees, and the Directors individually including Independent Directors. The performance evaluation was done by an external management consultant who specializes in Board evaluations. The performance of the Board was evaluated by seeking inputs from all the directors and senior management. The evaluation criteria include aspects such as the Board composition and structure, effectiveness of board processes, information, and functioning, etc. The evaluation was conducted in March and April 2023 and the findings of the evaluation were presented at the meetings of the Nomination and Remuneration Committee and the Board of Directors held in April 2023.

The details of the evaluation have been included in the Report on Corporate Governance Employees’ Remuneration

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP)

(as required under the Companies Act, 2013) to the median of employees’ remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure C to the Report. The statement containing particulars of employees employed throughout the year and in receipt of remuneration of ? 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of ? 8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 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 is being sent 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.

Employee Stock Option Plan

Your Company has 13 (Thirteen) ESOP Schemes as of March 31, 2023. These Schemes are being implemented as per the SEBI Regulations.

The Members of your Company in the 31^st AGM approved amendments in the ‘Persistent Employee Stock Option Scheme 2014’ (PESOS 2014) and ‘Persistent Systems Limited - Employee Stock Option Plan 2017’ (ESOP 2017) and increased the kitty available for grant of stock options.

In the Financial Year 2022-23, 334,600 options were granted under PESOS 2014 and 1,537,281 options were granted under ESOP 2017.

As required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, Secretarial Auditor’s certificate on the implementation of share-based schemes in accordance with these regulations will be made available at the AGM.

The disclosure pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company at https://www.persistent.com/wp-content/uploads/2023/06/esop-details-2023.pdf

Corporate Social Responsibility

Your Company formed a Public Charitable Trust — ‘Persistent Foundation’ in the Financial Year 2008-09 to institutionalize your Company’s CSR initiatives and to develop a systematic approach to administer your Company’s CSR obligations.

Persistent Foundation (the ‘Foundation’) is celebrating fifteenth year of establishment. During these 15 years, the Foundation has contributed to many projects spread across different geographies in association with well-known NGOs to reach out to large number of beneficiaries.

Your Company acknowledges the contribution made by the Foundation in coordinating and ensuring that the CSR donations made by your Company are being effectively deployed as proposed and have an impact on society.

During the year under report, the Foundation was able to continue to create excitement among employees to participate in socially relevant causes. With the cooperation of the employees of your Company, the Foundation has set up several well-defined programs and activities for the promotion of education, health, community development, and assistance in natural calamities. These activities are carried out through projects undertaken by the Foundation with the support of the employees and through the Government authorities, reputed social organizations, and institutions.

In addition to contributing ? 117.50 Million to the Foundation, your Company made donations to various charitable institutions directly. Thus, during the year under report, your Company donated an amount totaling to ? 117.60 Million. Your Company has claimed a set off amounting to ? 23.39 Million against the excess CSR contribution made during the FY 2020-21 resultantly making the CSR contribution of the FY 2022-23 ? 140.99 Million i.e. 2% of the Average Net Profits of your Company made during three immediately preceding financial years.

Report on CSR activities of your Company under the provisions of the Act during the Financial Year 2022-23 is annexed hereto as Annexure D.

A detailed Report on the activities of the Foundation forms part of this Report.

Your Company is pleased to inform you that Persistent Systems Inc., USA a wholly-owned subsidiary of your Company has incorporated a Foundation in the USA, exclusively for conducting CSR Activities in the USA.

Persistent Foundation, USA will work on the same focus areas as that of Persistent Foundation, India.

CSR Committee and CSR Policy

The Board of Directors of your Company has constituted a CSR Committee to help your Company frame, monitor, and execute the Company’s CSR activities under its CSR scope. The Committee defines the parameters and observes them for effective discharge of the Company’s social responsibility.

The Board of Directors of your Company has further approved the CSR Policy of your Company to provide a guideline for the Company’s CSR activities. The CSR Policy is uploaded on your Company’s website at https://www.persistent.com/investors/csr-at-persistent/

Your Company’s CSR Policy highlights that the need for contributing to the society is very large and your Company can make a more significant contribution by staying focused on a few areas through its social initiatives. During its April 2023 meeting, the Board of Directors of your Company considered the need to add one more focus area and accordingly, approved the addition of ‘Wildlife and Heritage Conservation’ as the 4^th focus area. Resultantly, the amended CSR policy recommends that your Company should encourage Persistent Foundation to contribute in the following four focus areas:

1\ Health 2\ Education

3\ Community Development 4\ Wildlife and Heritage Conservation

The constitution of the CSR Committee is provided in the Report on Corporate Governance section forming part of this Annual Report.

Stakeholders Relationship and ESG Committee

The Stakeholders Relationship Committee was constituted on October 4, 2007.

Your Company believes that in today’s day and age, the definition of the stakeholders must be extended beyond what is traditionally considered as stakeholders. Accordingly, your Company has decided to adopt a broader definition of stakeholders to explicitly include society, customers, partners, our employees, the shareholders, vendors and even the environment.

Your Company aims to provide more focused and detailed efforts toward ESG implementation. Considering the same, the Board at its meeting held in January 2022, decided to assign an additional responsibility of overlooking the ESG monitoring-related work at the Company to the Stakeholders Relationship Committee. Accordingly, the name of the Committee was amended to ‘Stakeholders Relationship and ESG Committee’.

A separate section on ESG at Persistent can be accessed at Environmental. Social and Governance Report I Persistent Systems

C. Equity and Related Information

Listing with the Stock Exchanges

The Equity Shares of your Company are listed on BSE Limited (BSE) (Scrip Code: 533179) and the National Stock Exchange of India Limited (NSE) (Symbol: PERSISTENT) since April 6, 2010. Listing fees for the Financial Year 2022-23 have been paid to both BSE and NSE.

Institutional Holding

As on March 31, 2023, the total institutional holding in your Company stood at 48.16% of the total share capital.

Dividend for the Financial Year 2022-23

The details of the Dividend for the Financial Year 2022-23 and 2021-22 are as follows:

The payment of the Final Dividend of T 12 and Special Dividend of T 10 per Equity Share of T 10 each is subject to your approval during the 33^rd AGM of your Company. The Dividend will be paid out of the profits of your Company.

Out of the interim dividend declared in January 2023, T 0.35 Million remained unclaimed as of March 31, 2023.

Your Company has a Dividend Distribution Policy and the same has been uploaded on the website at https://www.persistent. com/wp-content/uploads/2016/09/Dividend-Distribution-Policy.pdf. As per the policy, the dividend payout ratio shall be maintained up to 40% of the Consolidated Profit After Tax.

However, given the achievement of $1 (One) Billion in revenues in the FY 2022-23, the Board of your Company decided to declare a one-time Special Dividend along with the Final Dividend. With the total Dividend being T 50 for FY 2022-23, it surpassed the current Dividend Distribution Policy of the Company i.e. pay out up to 40%. However, your Board treated this upside in the Payout Ratio as an exception on the background of the Special Dividend and hence decided not to revise the Dividend Distribution Policy. Therefore, the payment of Interim Dividend and Final Dividend for the Financial Year 2022-23 is in compliances with the Payout Ratio.

Pursuant to the Finance Act 2020, dividend income is taxable in the hands of shareholders and the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof.

In this regard, your Company has availed the facility for online submission of Tax Exemption forms from M/s. Link Intime India Private Limited (‘Link Intime’) wherein the shareholders can submit their tax-exemption forms along with other required documents.

The requisite form for claiming tax exemption can be downloaded from Link Intime’s website. The URL for the same is as under: https://www.linkintime.co.in/client-downloads.html -e On this page, select the General tab. All the forms are available under the head “Form 15G/15H/10F”.

The aforementioned forms (duly completed and signed) are required to be uploaded on the URL mentioned below: https://linkintime.co.in/formsrea/submission-of-form-15a-15h.html -e On this page, the user shall be prompted to select/ share the following information to register their request.

1\ Select the company (Dropdown)

2\ Folio/DP-Client ID 3\ PAN

4\ Financial year (Dropdown) 5\ Form selection

a. Document attachment - 1 (PAN)

b. Document attachment - 2 (Forms)

c. Document attachment - 3 (Any other supporting document)

Please note that the documents (duly completed and signed) should be uploaded on the website of Link Intime in order to enable the Company to determine and deduct appropriate TDS/Withholding Tax.

Incomplete and/or unsigned forms and declarations will not be considered by the Company.

The Members may note that in case the tax on said interim/final dividend is deducted at a higher rate in absence of receipt of the aforementioned details/documents, the option is available to the Members to file the return of income as per the Income Tax Act, 1961 and claim an appropriate refund, if eligible.

Transfer of Unclaimed Dividend and corresponding shares to the IEPF Authority

During the year under report, your Company has transferred the unclaimed and unpaid dividend of T 293,370 to the IEPF Authority. Further, 897 corresponding shares on which the dividend was unclaimed for seven consecutive years have been transferred as per the requirement of the IEPF Rules.

Further, your Company also transferred 140 shares from the Shares Suspense account to IEPF.

The details are provided in the shareholder information section of this Annual Report and are also available on the website: https://www.persistent.com/investors/unclaimed-dividend/

The Board has appointed Mr. Amit Atre, Company Secretary, as the Nodal Officer to ensure compliance with the IEPF rules.

Shares Suspense Account

Your Company had opened an ‘Unclaimed Securities Suspense Account’ on behalf of the allottees who were entitled to the equity shares under the initial public offering. Some of the equity shares could not be transferred to the respective allottees due to technical reasons. 7 shareholders, who were allotted 20 shares each during IPO could not claim their shares due to the non-submission of required documents. Your Company sent periodic reminders requesting the shareholders to provide the required documents for credit of shares and the unclaimed dividend thereon to their demat and bank account, respectively. Your Company issued Bonus shares in a ratio of 1:1 in the year 2015. Pursuant to the same, the total holding of each shareholder increased to 40. The original 140 shares issued to the 7 shareholders during the IPO were transferred to IEPF upon completion of 7 years. Remaining 140 shares resulting from the Bonus Issue, were transferred to the IEPF in September 2022.

The current balance in the above-mentioned Suspense Account as on March 31, 2023 is NIL. The details are as follows:

D. ESG

We are dedicated to working with our people, clients, partners, and communities to build a more equitable, sustainable and healthier world through the application of technology and engineering.

We are strengthening our core with the belief in ‘One Persistent, One Family’ and fundamental values. We collaborate with both our internal and external stakeholders to leverage technology, thus engineering a more sustainable, and healthier world.

Your Company has published its ESG/Sustainability Report for the FY 2022-23 and the same is available on your Company’s website at https://www.persistent.com/wp-content/uploads/2023/06/esg-sustainability-report-2022-23.pdf

Some of the activities carried out by your Company are reiterated below:

Conservation of energy and technology absorption

Your Company believes that conservation of energy is essential and as a responsible corporate citizen, your Company must encourage all employees, vendors and other stakeholders to act on ensuring reduced usage of energy on a perpetual basis.

Your Company has procured various energy saving devices and systems, which help in conserving energy and has resulted in significant savings in energy costs. Your Company has made capital investments amounting to ? 36.96 Million during the Financial Year 2022-23.

Your Company has made the necessary disclosures in this Report in terms of Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

Your Company has a dedicated team across India under the environmental /green initiatives group. The group implements projects to continually enhance energy efficiency in our existing buildings such as new technology retrofits, bringing in more efficient equipment etc. On an annual basis, the project proposals are reviewed by the management and thereafter a dedicated budget is allotted for these projects. The learnings from these are utilized for efficient design of the building architecture in new projects, thereby resulting in some of the lowest energy intensities (EPIs) in the industry.

Your Company is deeply conscious of the global target of keeping the temperature rise restricted to 1.5 deg C and is doing everything, it can to avert the irreversibility of global warming.

Your Company is working on various initiatives to reduce the footprint as follows:

Green Building Initiatives:

\ Adoption of Leadership in Energy and Environmental Design (LEED) Principles during the built and interior design stage.

\ 100% eco-certified furniture in new projects.

\ BEE 3 star rated/ Green Pro certified / Energy star appliances used.

\ Use of environmental friendly refrigerants.

\ 54% of occupied areas have natural daylight.

\ Procurement of materials within a 500km radial distance to minimize carbon emissions.

\ Use of low VOC paints, CRI Green Label Plus certified carpets, and Green Pro certified plywood to reduce VOC emissions.

\ Sustainable construction practices such as double wall brickwork and the use of crush sand and fly ash bricks.

\ Installation of double glass units with low ‘e’ glass for windows and facades, as well as double glass partitions for meeting rooms.

\ Optimized material acoustic performance using acoustic ceiling materials.

Energy Efficiency Activities:

HVAC Retrofit

\ Replaced existing air conditioning units with energy-efficient inverter-based ACs, resulting in a 15% reduction in electricity consumption

\ Replaced ductable AC units with energy efficient inverter-based ACs, resulting in 12% reduction in electricity consumption

\ Upgraded the chiller system with high-efficiency systems, reducing energy and water consumption Operational Efficiency

\ Regulated and optimized schedules for lifts, vending machines, ventilation systems, water coolers, and other equipment, minimizing unnecessary energy usage

\ Installed Variable Frequency Drives (VFDs) in fresh air, Air Handling Unit (AHU) systems for better control and adjustment, optimizing energy consumption

\ Controlling and monitoring daily operations through building management system Lighting Efficiency

\ Transitioned from CFLs to LED lamps

\ Smart lighting systems controlled by sensors and occupancy/motion sensors, optimizing energy usage

\ High-efficiency modular online UPS systems, resulting in approximately 18% energy saving for automatic power factor and harmonics control in the electrical system, to improve power quality and reduce losses

Renewable Energy Initiatives:

Carbon Offsets: As part of our three-pronged strategy towards carbon neutrality, having invested heavily in energy efficiency, and renewable energy, we have worked on carbon offset projects for offsetting emissions that were beyond Persistent’s control.

We have a dedicated team to undertake Green Initiatives and work on those projects

a. Rooftop Solar Plants -

Installed rooftop solar plants with a combined capacity of 2 MW, generating 19,04,900 kWh of renewable energy

b. Installed 2 windmills with capacity of 2.1 MW each generating 3,651,547 kWh together

Customer Experience, Operational Excellence on Green Activities

\ Employees feel proud of belonging to a green company and volunteer more for green initiatives like tree plantation, tree maintenance & society awareness related to sustainability

\ LED lighting has improved the ambiance and freshness of the workplace

\ Persistent has captured the impact due to their operations on GHG emissions and reviewed after every six months. Also, active efforts are taken to reduce the GHGs annually, details of which have been shared in earlier paragraphs, we are one of the rare IT companies certified for ISO 14064: 2018 (GHG Monitoring and Reduction) standard

\ Organization-level emission declared on CDP Portal (https://www.cdp.net/en). This is a huge transparency initiative for all our stakeholders - investors, shareholders, customers, employees, vendors, etc.

\ Organization-level ESG-related response submitted to S&P Global Corporate Sustainability Assessment(CSA) (https://portal.csa.spglobal.com) and now we are a proud participant of CSA

\ Ozonates improved indoor air quality and higher oxygen levels, clearly felt by inmates as well as visitors. We are the very few IT companies to have this feature installed in our AC systems

\ Periodic checking of indoor air quality to verify the various parameters in the workplace

\ We are one of the very few IT companies to have solar panels on almost all our rooftops and to own two 2.1 MW windmills

\ By incorporating efficient & reliable Solar PV Generation projects and two windmills we have added to financial performance aspects while meeting environmental and social dimensions

\ In addition, also installed Solar panels at Pune and Hyderabad Railway Stations and Tarachand Hospital Pune, Swaroop Vardhini, Pune, Matruseva Sangh, Nagpur, Saraswathi Vidya Mandir, Pune, Suhrud mandal, Pune under CSR activity

\ Energy and water conservation, the plastic-free campus is ingrained in day-to-day operations

\ We have involved employees in environmental awareness campaigns and actions under the banner “Towards Sustainable Tomorrow” which includes energy monitoring and saving methods at home, promoting renewable energy at home/ societies, composting, water saving, and other initiatives. The campaign is run by a voluntary group of women leaders named “Aspire”. Employees involved in tree plantation drives and also in community development and education-related projects through Persistent Foundation

\ Employees contribute regularly to Tree Plantation and other green initiatives \ Appreciation from NASSCOM for Green IT Initiatives in Pune city

\ Transport and travel operational efficiency and cost reduced due to optimization of business travel and local bus routes of employee transport, which also contributed to a substantial reduction of CO2e

\ Insistence on eco-friendly and high-efficiency products, is promoting vendors with such products

\ Our Corporate Office -“Bhageerath”, at Pis an “IGBC PLATINUM” certified under the “Green Interiors” category. We also have applied for similar IGBC and LEED certification of our new building ‘Ramanujan’ at Blue Ridge Township, Hinjawadi, Pune

E. Other Disclosures

Corporate Governance

A separate Report on Corporate Governance with a detailed compliance report as stipulated under the Listing Regulations and any other applicable law for the time being in force form an integral part of this Report.

Compliance Certificate from the Practicing Company Secretary regarding the compliance of conditions of Corporate Governance as stipulated in the Listing Regulations forms an integral part of this Annual Report.

Management Discussion and Analysis

Report on Management Discussion and Analysis as stipulated under the Listing Regulations and any other applicable laws for the time being in force based on audited consolidated financial statements for the Financial Year 2022-23 forms an integral part of this Annual Report.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report as stipulated under the Listing Regulations and any other applicable law for the time being in force describing the initiatives taken by the Management from an environmental, social, and governance perspective form an integral part of this Annual Report.

Risk Management Policy

Report on Risk Management based on the risk management policy developed and implemented at your Company for the Financial Year 2022-23 forms an integral part of this Annual Report.

Vigil Mechanism (Whistleblower Policy)

The details of the vigil mechanism (whistleblower policy) are given in the Report on Corporate Governance forming part of this Annual Report. Your Company has uploaded the policy on its website at Whistle Blower Policy | Persistent Systems

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

Your Company has an Anti-Harassment Policy in place which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the ‘Act’ for this section). All employees (permanent, contractual, temporary and trainees) are covered under this policy.

Your Company has gone beyond the intention of the law and has made this policy applicable for both, aggrieved men and women employees unlike the contents of the law. Your Company follows this practice as a part of equal employment opportunity including the gender equality.

Your Company has constituted an Internal Complaints Committee(s) (ICC) across all Company locations in India and abroad to consider and resolve all sexual harassment complaints reported to this Committee. The constitution of the ICC is as per the Act and the Committee includes an external member from NGOs with relevant experience at India locations. The Ethics Committee at the global locations acts in the capacity of Internal Complaints Committee where the local laws over there do not enforce the constitution of such committee.

During the year under report, your Company has received (2) two complaints of sexual harassment and (1) one complaint of harassment of non-sexual nature which were immediately addressed and resolved by following the due process. As on March 31, 2023, there were no pending cases of sexual harassment in your Company.

Secretarial Standards

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS-1), Secretarial Standard on General Meetings (SS-2), Secretarial Standard on Dividend (SS-3) and Secretarial Standard on Report of the Board of Directors (SS-4).

Your Company complies with Secretarial Standards and guidelines issued by the Institute of Company Secretaries of India (ICSI). Other Certifications

The details about the other ISO and Partnership certifications for technical processes and systems are provided in Annexure E to this Report and forms an integral part of this report.

Information Security

Your Company maintains a matured Information Security Management System with Policies, Processes and Controls to minimize the Cyber Security Risks. The governance and management of security compliance and risk is reviewed periodically. Persistent development centers are certified under ISO 27001, ISO 27017, ISO 27018, ISO 27701, ISO 22301, and SOC 2 Type II.

Your Company management is focused on cyber resilience and provides all the necessary budgets as needed to build a robust cyber resilience. Your Company’s Global IT and Information Security team has taken a holistic and comprehensive approach to address the need of securing the employees’ laptops, the corporate network and confidential data against inadvertent and malicious attacks, including the customer-specific security requirements.

Specific steps include allocation of secure laptops to every employee, installation of disk encryption, next generation antivirus solution, enhanced data leakage prevention solutions, implementation of Multi Factor Authentication, Secure and governed internet access, and Zero Trust Model to ensure cyber resiliency. The emailing solution is equipped with advance anti Phishing functionality ensuring a secure channel of communication through email.

Your Company has implemented a robust disaster recovery process with a well-articulated cyber resilience playbook substantiated by a cloud DR. The data backup is fully secure from any ransomware attack ensuring data availability when it is needed. The periodic DR drills ensure the functionality and availability of the critical services. Your Company has a dedicated focus on spreading information security awareness through mandatory trainings and periodic phishing simulations to assess the effectiveness of the trainings.

Your Company believes that security is an ongoing activity, and as Persistent evolves and expand its business, all stakeholders can rest assured that Persistent will continue to improve Its security posture to ensure continuous compliance.

Subsidiary Companies, Associate Companies and Joint Ventures

During the year under Report, your Company along with its wholly owned subsidiaries acquired the following entities:

1\ Persistent Systems Limited, India acquired 100% shares of MediaAgility India Private Limited on April 29, 2022.

2\ Persistent Systems Inc., USA, wholly-owned subsidiary of your Company acquired 100% shares of MediaAgility Inc., USA on May 4, 2022 and resultantly, acquired its subsidiaries in the UK, Mexico, and Singapore as well.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company’s subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website at https://www.persistent.com/investors/

The Policy for determining material subsidiaries of your Company is available on your Company’s website at https://www. persistent.com/investors/policv-on-material-subsidiarv/. According to the said Policy, Persistent Systems Inc., USA is the material subsidiary of your Company.

Infrastructure

Your Company has adopted the hybrid working model. During the Financial Year 2022-23, the total built-up capacity owned by your Company in India and abroad was 128,368 m² which is adequate for 10,000 employees.

The details of owned facilities of your Company are as follows::

Along with your Company owned premises, your Company also operates from leased facilities in Australia, Canada, Costa Rica, France, Germany, India, Malaysia, Mexico, Poland, Scotland, Sri Lanka, Switzerland, UK and USA.

Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format (MGT-7) for the Financial Year 2022-23 is available at https://www.persistent.com/wp-content/uploads/2023/06/annual-return-2023.pdf

Other Matters

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under report:

1\ Dr. Anand Deshpande, Chairman and Managing Director and Mr. Sunil Sapre, Executive Director and Chief Financial Officer of your Company have not received any remuneration or commission from any of the subsidiaries.

2\ Mr. Sandeep Kalra, Executive Director and Chief Executive Officer has received remuneration from Persistent Systems Inc., USA in addition to remuneration received from your Company.

3\ No significant or material orders were passed by the Regulators or Courts or Tribunals impacting your Company’s going concern status and operations in the future.

4\ There are no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the financial year, nor has the Company done any one-time settlement with any Bank or Financial Institutions.

Awards and Recognitions during the Financial Year 2022-23

Your Company received several prestigious awards and recognitions in various categories such as (1) Technology,

(2) Corporate and (3) People. Brief details of these awards are uploaded on your Company’s website at Awards and Recognitions I Persistent Systems.

Highlights of these are also available in the ‘Corporate Information’ section of this Annual Report.

Directors’ Responsibility Statement Your Directors state that:

1\ In preparation of the annual accounts, the applicable Accounting Standards have been followed and there is no material departure;

2\ Your Directors have 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 your Company as at March 31, 2023 and of the profit of your Company for that year;

3\ Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities, if any;

4\ The annual accounts have been prepared on a going concern basis;

5\ Your Directors, had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively;

6\ Your Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Future Outlook

Macroeconomic headwinds, global unrest and rising operational costs continue to impact companies’ ability to invest, innovate and grow. Many are experiencing declining revenues, lower margins, decreasing company valuations and substantial layoffs, and the current economic climate indicates that this instability will remain throughout the year.

With this economic uncertainty, business leaders are taking deliberate steps to streamline operations, control corporate spending and optimize product development. They also remain committed to making investments to accelerate innovation and uncover new avenues to revenue growth by reprioritizing product portfolios, enhancing go-to-market activities, entering new markets and vertical industries, accelerating product creation and capitalizing on major technology trends such as Generative AI, intelligent automation, cybersecurity and cloud. They’re looking to collaborate with a trusted partner that demonstrates a proven track record of generating customer growth and optimized service delivery that can help them achieve these goals and adapt to an everchanging market.

Given this challenging environment, we are well prepared and strongly positioned to help new and existing clients navigate these turbulent times and implement their tactical and strategic plans. During the last three years of our journey to $1 billion in annualized revenue, we have future-proofed and embedded resiliency into our organization, and we will continue to adjust our operations to ongoing economic, market and technology shifts.

Our clients are among the world’s premier brands across a wide array of vertical industries. We engage with leading experts in their respective fields and markets and continuously apply learnings from our various collaborations to our own operations and service delivery. We work in the most relevant areas of technology, utilizing and developing innovative products and solutions so our customers can endure and thrive. Our partner ecosystem continues to expand with hyperscaler partners, leading start-ups and dominant vertical industry players as we co-develop new IP and products that can generate growth and reduce costs for our customers.

As we enter the next phase of our growth journey, we will continue to enhance our 22,750 global workforce to remain at the forefront of technology trends and keep our clients ahead of future challenges. We will continue initiatives to diversify our talent mix and our onshore, nearshore and offshore presence to meet client demands, and expand our footprint in key markets in Europe and Asia Pacific while continuing our North America focus. We will focus on culture, diversity and learning and development in our workforce, while also maintaining our commitment to the highest standards of ethics, integrity and social responsibility.

We repeatedly demonstrate to our existing clients and new prospects that we’re a trusted growing partner with operational rigor that can provide guidance for turbulent times. We’re incredibly optimistic about our ability to propel our Digital Engineering leadership to new heights, beyond $1 billion in revenue, for the betterment of our clients, investors, employees and partners.

Acknowledgments and Appreciation

Your Board places on record the support and wise counsel received from the Government of India, particularly the Department of Electronics and Information Technology, the Ministry of Corporate Affairs, the Ministry of Finance, the Ministry of Commerce and Industry, the Reserve Bank of India and the Securities and Exchange Board of India throughout the financial year.

Your Board extends its sincere thanks to the officers and staff of the Software Technology Parks of India - Pune, Nagpur,

Goa, Mumbai, Ahmedabad, Indore, Bengaluru and Noida, Visakhapatnam Special Economic Zone - Telangana, SEEPZ Special Economic Zone - Mumbai, Cochin Special Economic Zone, Central Tax and Customs Department, Department of Revenue, Income Tax Department, Department of Electronics, Director General of Foreign Trade, Ministry of Industries, Government of Maharashtra, Director of Industries, Inspector General of Registration, Maharashtra Pollution Control Board, Goa Pollution Control Board, Central Pollution Control Board, Department of Shops and Establishments, Department of Telecommunication, Ministry of Commerce and Industries, Ministry Of Electronics and Information Technology, Department of Commerce (SEZ Section), Regional Director of Western Region, Registrar of Companies, Maharashtra, Pune, Goods and Service Tax Department, Infotech Corporation of Goa Limited, Goa Industrial Development Corporation, Madhya Pradesh State Electronics Development Corporation Ltd., National Stock Exchange of India Limited, BSE Limited, Central Depository Services (India) Limited, National Securities Depository Limited, Local Municipal Corporations and Gram Panchayats where Company operates, Maharashtra State Electricity Distribution Company Limited, Telangana (erstwhile Andhra Pradesh) State Electricity Board, Telangana State Industrial Infrastructure Corporation, Maharashtra Industrial Development Corporation, Karnataka Industrial Development Corporation, BSNL and Internet Service Providers, District Administration and State Police departments, Export Promotion Councils, Maharashtra Airport Development Corporation Limited, Development Commissioner, MIHAN (SEZ).

Your Board also extends its sincere thanks to M/s. Walker Chandiok & Co LLP, Chartered Accountants, Statutory Auditors;

M/s. Joshi Apte & Co., Chartered Accountants, Tax Auditors; M/s. SVD and Associates, Company Secretaries, Secretarial Auditors; Trustees of Persistent Foundation; wing of Ernst & Young LLP, providers of Compliance Manager Tool and AICL Communications Ltd, ESG Consultants; for their services to your Company.

Your Board also extends its thanks to Axis Bank, Banco Nacional - Costa Rica, Banco Nacionalde Mexico S. A.,

Bank of Baroda, Bank of India, Bank of Tokyo-Mitsubishi, Barclays Bank, BNP Paribas, BNY Mellon WealthManagement, Canara Bank, Citibank NA, CommonWealth Bank, Deutsche Bank, First National Bank, HDFC Bank, Hongkong and Shanghai Banking Corporation, Silicon Valley Bank, Union Bank of India, VR-Bank Ismaning Hallbergmoos Neufahrn eG, Wells Fargo Bank, Zurcher Kantonal Bank and their officials for extending excellent support in all banking-related activities.

Your Board places on record its deep sense of appreciation for the committed services of the associates of your Company at all levels.

Your Board thanks Members for placing immense faith in them.

Your Board takes this opportunity to express its sincere appreciation for the contribution made by the employees at all levels of your Company. The consistent growth was made possible by their hard work, solidarity, cooperation, and support.

For and on behalf of the Board of Directors

Dr. Anand Deshpande

Chairman and Managing Director

Mumbai, June 6, 2023 DIN:00 005721