The Company is pleased to present its business and operations report for the year ended March 31, 2022.

1. Financial highlights for the year ended March 31, 2022:

2. Business and Operations Review:

Total operating revenue was Rs. 4,045.10 Millions for the Financial Year 2021-22, which increased by 34% over the previous year’s Rs. 3,008.94 Millions. Total Comprehensive Income stood at Rs. 490.09 Millions (12% of Total Income) against previous year’s Rs. 447.08 Millions (15% of Total Income). This signifies an improvement in absolute and percentage terms, both.

The Company’s revenue from operations was more geographically diversified this year, with the share from India, the Middle East and Asia rising to 44% compared to 38% in the previous year. The Europe business contributed

to 53% of the Company’s revenue from operations (vs. 59% in the previous year), while the US contribution grew to 4% from last year’s 3%. The proportion of on-site to offshore revenue from operation stood at 34%-to-66% compared with 46%-to-54% in the previous year.

During the year under review, new client acquisition contributed 7% to revenue from operations. The repeat business from existing clients is 93% of revenue from operations compared to 95% in the previous year.

For the financial year 2021-22, the revenue from Group clients was 20%, as compared to 21% in the previous financial year. On the practice front, the Company saw

48% growth in Card & Payment, followed by Insurance that grew by 29% and Banking by 18% respectively.

As of March 31, 2022, the standalone entity’s employee strength was 1,844 (consolidated entity 1,882) compared to 1,061 (consolidated entity 1,117) in the previous year. Women employee strength grew to 706 (38%) for the consolidated entity from 432 (39%) in the previous year. Attrition stands at 39% from the previous year’s 16%.

3. Amalgamation / Merger of Expleo Group Companies in India:

The Members are informed that during the year, your Company had initiated the process of merger of Expleo India Infosystems Private Limited (EIIPL), Expleo Technologies India Private Limited (ETIPL), Expleo Engineering India Private Limited (EEIPL) and Silver Software Development Centre Private Limited (SSDCPL) with Expleo Solutions Limited (ESL) through a composite Scheme of Amalgamation pursuant to Sections 230 to 232 of the Companies Act, 2013. The Companies involved in merger had filed a petition before Hon’ble National Company Law Board Tribunal (NCLT) in Chennai, Bengaluru, and Mumbai.

Based on the Petitions filed before NCLT, the Bengaluru Bench had dispensed with holding of Shareholders Meeting and ordered for holding Unsecured Creditors Meeting on June 10, 2022, for ETIPL, EEIPL and SSDCPL. The Creditors Meeting for these Companies were held on June 10, 2022, and the respective Chairperson appointed had filed their report before NCLT.

Also, NCLT, Chennai, had ordered for holding the Shareholders Meeting and Creditors Meeting on August 2, 2022, on the petition filed by your Company.

4. Purchase of Specific Assets from Lucid Technologies and Solutions Private Limited and Lucid Technologies and Solutions LLC (Lucid):

During the year, the Company had approved the definitive agreements towards purchase of their specific assets, i.e. Intellectual Property and Technical Know-how in India and Customer Contracts in US. Subsequently, the definitive agreements were executed effective April 1, 2022.

5. Capital Expenditure:

During the financial year 2021-22, the Company added Rs.270.24Millionstoitsgrossblockwith capitalexpenditure, which comprised Rs. 142.87 Millions on building & lease, Rs. 112.11 Millions on technology infrastructure, Rs. 12.29 Millions on physical infrastructure and the balance Rs. 2.97 Millions on intangible asset addition.

6. Liquidity:

The Company continues to maintain comfortable cash balances to meet its strategic objectives. The liquid assets stood at Rs. 1,163.63 Millions at the end of the year against Rs. 1,003.66 Millions in the previous year. The Company’s cash balance increased to Rs. 1,197.48 Millions from previous year’s Rs. 1,011.46 Millions.

7. Share Capital:

At the end of the current financial year, the Company’s paid-up Equity Share Capital stood at Rs. 102.52 Millions, consisting of 1,02,52,485 fully paid-up equity shares of Rs. 10/- each.

8. Net worth:

As of March 31, 2022, the Company’s net worth stood at Rs. 2,089.69 Millions against Rs. 1,599.60 Millions at the end of the previous financial year.

9. Dividend:

The Company has not declared or recommended any dividend during the Financial Year 2021-22. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company’s website at https://expleogroup.com/wp-content/uploads/2022/04/Dividend-Distribution-Policy.pdf

10. Subsidiaries and Branches:

The Company operates internationally through four wholly-owned subsidiaries:

a) Expleo Solutions Pte. Ltd., Singapore

b) Expleo Solutions UK Ltd., UK

c) Expleo Solutions Inc., USA

d) Expleo Solutions FZE, UAE

The Company’s Board of directors reviewed the affairs of the wholly-owned subsidiaries for the financial year 2021-22. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared its Consolidated Financial Statements, which form a part of this Annual Report. A separate section on the salient features, performance and financial position of each of the subsidiaries can be found in Annexure-I. It includes their contribution to the overall performance of the Company.

During the period under report, as per Section 129(3) of the Companies Act, 2013, read with Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the Subsidiaries audited annual financial statements and related information, wherever applicable, will be made available to shareholders upon request and will also be available for inspection during regular business hours at the registered office of

the Company. The audited annual financial statements shall also be available on the website of the Company. The Company has branch offices in the Philippines, Belgium, and Malaysia. During the year, the Company has opened a new Branch Office in Coimbatore, India, and the operations have commenced.

11. Annual Return:

The Annual Return in Form MGT-7 for the financial year ended March 31, 2022, as prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of Companies (Management and Administration) Rules, 2014, as amended, is disclosed on the website of the Company https://expleoaroup.com/expleo-solutions/financial/ - AGM and Annual Report.

12. Number of Meetings of the Board:

The Board met six times during the financial year ended March 31, 2022. The said meetings were held on May 20, 2021, July 09, 2021, August 12, 2021, November 10, 2021, February 03, 2022, and March 25, 2022.

The Corporate Governance Report has details of these meetings. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

13. Corporate Governance and Management Discussion and Analysis Report:

A separate section on Corporate Governance, which is a part of the Board’s Report, and the certificate from the Company’s Auditors confirming compliance with Corporate Governance norms as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, are included in the Annual Report. The Company has taken adequate steps for strict compliance with Corporate Governance guidelines as amended from time to time. A separate Management Discussion and Analysis Report is also attached and forms part of this report.

14. Business Responsibility Report:

A separate section on Business Responsibility Report also forms a part of this report.

15. Declaration given by Independent Directors:

All the Independent Directors of the Company have given their declaration under Section 149(7) of the Companies Act, 2013, confirming that comply with the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, for being an Independent Director of the Company.

16. Policy on Directors' appointment and remuneration:

The Company has a policy in place on Directors’ appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. There has been no change in this policy since the last financial year. The Corporate Governance Report covers the details disclosed on the Company website https://expleogroup.com/wp-content/uploads/2022/07/Policy-on-Remuneration-of-Directors-KMPs-and-Senior-Emplovees.pdf.

17. Particulars of loans, guarantees, or investments:

The Company has not given any loan to any person, given any guarantee, or provided security to any other body, corporate, or person in connection with a loan. It has not acquired through subscription, purchase, or otherwise the securities of any other body or corporate. The Company has the following investments in its wholly-owned subsidiaries as specified under Section 186 of the Companies Act, 2013:

18. Particulars of contracts or arrangements with related parties:

During 2021-22, all the contracts and arrangements entered by the Company with related parties were on an

arms-length basis and in the ordinary course of business. The total value of all the transactions with M/s. Expleo Group and its subsidiaries are above the threshold limit of 10% of the last audited consolidated turnover of the Company. These transactions have been classified as “Material Related Party Transactions” as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. However, the aforesaid transactions fall within limits approved by the shareholders in the Annual General Meeting held on August 26, 2021. There are no materially significant related party transactions made by the Company with Directors, key management personnel, senior management personnel, or other designated persons, which may have a potential conflict with the Company’s interests at large. All related party transactions are placed before the Audit Committee and the Board of Directors for their prior approval.

For foreseen and repetitive transactions with the wholly-owned subsidiaries, a prior omnibus approval of the Audit Committee is obtained annually. The transactions entered pursuant to the omnibus approval so granted are tracked and verified. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval every quarter. The policy on Materiality of Related Party Transactions, as approved by the Board of Directors, is available on the Company’s website https:// expleoaroup.com/wp-content/uploads/2022/Q7/Policv-on-Materialitv-of-Related-Partv-Transactions.pdf.

None of the Directors have any pecuniary relationship(s) or transaction(s) vis-a-vis the Company. The details of contracts or arrangements with related parties entered during the year are given in Annexure-II of the report.

19. Material changes and commitments, if any, affecting the financial position of the Company:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which the Company’s financial statements relate and the date of the report.

20. Transfer to Investor Education and Protection Fund (“IEPF” ):

In accordance with the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. Further, according to the Rules, the shares on which a dividend has not been paid or claimed by

(B) Research & development and technology absorption:

(i) As a result of consistent focus on R&D and latest technologies, the company has grown significantly since last year. Our footprint in digital and development have increased tremendously to 500 developers in India. We are now seen as a decent SI providing development services for fintech companies. We are developing latest technology trends such as Digital Twins, SuperApps and Chatbots for our customers.

(ii) The Company’s focus on data science, has won us a digital payments customer in Government of India. We are now officially taking up data science projects for them and serving them successfully.

(iii) Understanding the cruciality of data analytics, the company has acquired a data analytics company called Lucid that focuses on Governance, Risk and Compliance (GRC). Lucid brings around USD 2.8M business to the table and a list of fortune 500 customers who are happy with it.

(iv) The company focuses on Digital Twin, Model-based Testing solutions with tools such as Signavio, ModellO and Enterprise Architect. Expleo has successfully completed PoC on model-based testing.

(v) The company is making progress in proving the concept of Hyper Automation or automation of automation. The company has successfully developed a PoC for a real-time operating system provider and has automated the C language test code generation using python.

(vi) The company has developed a very good solution called QubE HyperScript for smart performance testing. This will help to demystify and industrialize performance testing and reduce the high skill dependency on performance testing.

(vii) The company has successfully delivered its AI/ML PoC on predicting mean time between failures (MTBF) in IT infrastructure (servers and appliances) for a leading blue-chip company in the US.

(viii) The company is focusing on sustainable computing and reducing carbon footprint. The company is investing in low power high efficiency systems to help save the environment.

(ix) The procurement system continuously ensures cost-effective hardware purchases, more through local vendors, thereby reducing import dependency. Where required, the Company also imports servers, switches and other hardware products using

foreign currency from its Exchange Earners’ Foreign Currency (EEFC) accounts.

(x) There has been no import of technology during the last three financial years.

(C) Foreign exchange earnings and outgo:

Foreign exchange earned during the year in terms of actual inflows was Rs.2916.60 (Previous year - Rs. 1,964.69 Millions) whereas foreign exchange outgo during the year in terms of actual outflows was Rs.1416.57 (Previous year -Rs. 643.02 Millions).

The current year’s inflows and outflows are regarding the movement of funds into and outside India in foreign currency.

22. Risk management:

The Company is committed to effectively managing its operational, financial and other risks to achieve a balance between acceptable levels of risk and reward. The Company has formulated an Enterprise Risk Management Policy (ERM) in compliance with Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) and provisions of the Companies Act, 2013 (“the Act”), which requires the Company to lay down procedures about risk assessment and risk minimization.

The scope of the ERM Policy covers risks across all levels of the organization, considering the internal and external context. The Enterprise Risk Management of the Company includes:

• Risk Management framework which comprises of:

a) Identifying and assessing a broad array of internal and external risks that could adversely impact the achievement of organizational goals and objectives in a structured manner.

b) Ensuring appropriate ownership and accountability of risks.

c) Developing and implementing appropriate risk mitigation and monitoring plans by risk owners including systems and processes for internal control of identified risks and business continuity plans.

• Establishing a program structure that engages functional leaders across to identify and prioritize risks consistent with the Risk tolerances.

• Providing senior leadership / Board with key timely information to make risk-informed decisions.

• Providing reasonable assurance with respect to organization’s ability to achieve its strategic and business objectives.

The key categories of risks identified are:

• Strategic: Any risk that impacts the company’s strategy and makes it less/ineffective; could be technology changes, new competitor, change in customer demand etc.

• Financial: Risks relating specifically to the money flowing in and out of business, and the possibility of a sudden financial loss.

• Operational: Risks that could facilitate or hinder the efficiency and effectiveness of core operations within the organization.

• Compliance: Risks relating to non - adherence of any applicable legal requirements, statutory adherence, certification requirements, customer requirements etc.

Risk Management in the Company includes identification, assessing, monitoring and mitigating various risks through a process that comprehensively evolved over the years.

The ERM of the Company comprises of a series of processes, structures and guidelines that assist in identifying, assessing, monitoring and managing its business risk, including any material changes to its risk profile. To achieve this, the Company has clearly defined the responsibility and authority of Board of Directors, to oversee and manage the risk management program, while conferring responsibility and authority on senior management to develop and maintain the risk management program in light of the day-to-day needs of the Company.

Regular communication and the review of risk management practice provides the Company with important checks and balances to ensure the efficacy of its risk management program. Risk Management Committees are established consisting of senior members of the Company for periodical monitoring and review of the various categories of risks.

The Risk Assessment Process is monitored and controlled in different ways. This includes:

• Quarterly internal audits by an independent firm;

• Regular process compliance audits for ISO 9001 and ISO 27001 standards, including SOC audits;

• Periodic audits of compliance to other regulatory frameworks;

• Evolving controls including control systems and improvements;

• Compliance and control monitoring through internal resources or audit or a combination of both.

The internal audit team, along with the process team, monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures, and policies. Based on the internal audit report, corrective actions, if any, are undertaken and controls strengthened in the respective areas. Significant audit observations and responses/corrective actions, if any, are presented to the Audit Committee of the Board. During the year, an Internal Financial Control (IFC) audit concerning financial statements was done by the Statutory Auditors. Their report is annexed as part of the Independent Auditor’s Report.

24. Corporate social responsibility:

Expleo’s Corporate Social Responsibility (CSR) vision is to be a company committed to addressing major social issues of the time. The Company’s approach reflects its principles and values and has ambitious targets that are meaningful and create value for all stakeholders.

Through its CSR initiatives, the Company focuses on promoting education for the differently abled, under privileged and protecting the environment.

The Company’s CSR activity during the year was all about following its core purpose and philosophy. It also included relief measures to fight Covid-19 which was the need of the hour.

Expleo continued to support children with special needs. The programme made learning possible and managed to keep children and parents positively motivated and engaged throughout the year.

In support of the fight against Covid-19, the Company contributed to the Tamil Nadu State Disaster Relief Fund and to the Maharashtra State Disaster Management Authority for the Covid relief. The Company also contributed towards promoting a clean and green environment.

Key highlights of the CSR activities undertaken by Expleo:

EDUCATION

a) Vidya Sagar: Education for differently-abled children

- The Company contributed for supporting special education for high school which works with children of school going age 15 and above with disability. They conduct online classes as

per the guidelines in their Standard Operating Procedure (SOP) and ensured to adhere to the government guidelines for schools in general. Physical classes were also conducted based on the scenario.

- The Company had contributed to the salary of therapist and special education trainer to the high school students of Vidya Sagar.

- The therapist was responsible for physiotherapy, speech, alternative and augmentative communication training, occupation therapy, procurement and optimal utilization of furniture, mobility, and orthotic aids. Additionally, the students were also imparted with functional and life skills enabling them to explore vocations.

- This project shall help youth gain employment and fill the support gap faced by the differently abled students.

b) Agastya: Education for the underprivileged

- The Company sponsored the “Lab on Bike” project, contributing to organizing hands-on science sessions and multimedia sessions to identify 20 to 28 schools in Powai and Navi Mumbai.

- The programme objective is to help to catalyze local schools and educators and shall improve the quality of education for rural/municipal children and teachers.

- I t increased the access to practical, hands-on science education for under privileged children. The project included significant improvement in the classroom learning environment, provided better and more productive interaction and hands-on learning opportunities with improved overall learning and understanding of concepts.

- All the beneficiaries under this project were economically disadvantaged and were students and teachers at government schools.

c) e-Vidyaloka: Digital classrooms

- The digital classroom project was transformed to “Learn from Home” Project. Expleo sponsored tablets, smartphones, Bluetooth speaker and books which helped in scholastic reinforcement along with emphasis on wellbeing and health of the school students in rural areas.

- e-Vidyaloka organized a training programme for all the field teams across all states for providing training and reinforcement on skill and to help

and sustain the children education and related interventions. The session to orient volunteer teachers about Learn From Home (LFH) were conducted.

- e-Vidyaloka focused on ready-to-consu me content, which includes video lessons and worksheets. They helped in assisting the content-driven mode of educating children - both during the lockdown and after-school intervention. They proposed to engage and utilize the video through their app and have announce that they have a repository of 5,000 videos that can be utilized to enable learning (self or assisted).

d) Contribution to SankalpTaru

- Expleo maintains the 900 trees planted at Mamallapuram as part of the community-based plantation programme conducted last year.

e) Aram Foundation: School Sports Infrastructure Project

- Expleo had contributed to the Sports Infrastructure and coaching at Government Girls Higher Secondary School, Chinna Thadagam, Coimbatore, which was estimated to benefit around 500 girls in the school. The infrastructure shall also be used by other government schools in the vicinity.

- The Project had provided 2 volleyball courts, a basketball court, a Kabbadi ground, cricket nets, along with sports equipment, renovation of storeroom, water tank and toilets.

f) Diya Ghar: Education for the children of migrant laborers

- Diya Ghar is an NGO with a heart for the migrant community. It started with a vision for all children irrespective of their economic status, to have access to stimulating and nurturing pre-school education. The NGO started community centers with a focus to provide early childhood education, nutrition, health, and childcare for the children.

- It has proposed for the project called “community-based model” program wherein new portable and prefabricated community centers are established towards education for the children of migrant laborers and to provide education for the said children. Expleo had contributed for the said project.

- The project included identification and training community teachers, conducting classes using Montessori Method, prepares students and their families to enroll their children in Primary Schools.

ENVIRONMENT

g) Contribution to Siruthuli, NGO

• Expleo had provided contribution to the Afforestation

Project “Kalam Vanam - journey into the world of green” of Siruthuli in the Coimbatore city with their vision of planting 1 sapling per citizen, thus restoring the green cover to the region and increasing the lung spaces. Expleo had planted 5000 trees in the Anna University Campus at Coimbatore and the NGO has taken the responsibility of maintenance of the trees and has agreed to replace the sapling that do not survive.

Details of the policy developed and implemented by the Company as part of its CSR programme and other initiatives taken during the year are given in Annexure III as required under Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

25. Composition and recommendation of the audit committee:

The Audit Committee of the Company has been constituted in line with Section 177 of the Companies Act, 2013, read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee are:

1) Prof. K. Kumar, Chairman

2) Prof. S. Rajagopalan, Member

3) Mr. Rajiv Kuchhal, Member

During the year, the Board accepted all recommendations of the Audit Committee.

26. Vigil mechanism:

The Company has formulated and adopted a vigil mechanism for employees to report genuinely unethical and improper practices or any other wrongful conduct to the Audit Committee Chairman. The policy provides opportunities for employees to access the Audit Committee in good faith if they observe unethical and improper practices. The Whistle Blower Policy of the Company is available on https://expleoaroup.com/wp-content/uploads/2022/07/Whistle-Blower-Policy.pdf.

27. Directors’ responsibility statement as required under Section 134(5) of the Companies Act, 2013:

Under Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) For the preparation of the annual Financial Statements, the applicable accounting standards

were followed, accompanied by a proper explanation relating to material departures;

b) Accounting policies were selected and applied consistently; fair judgment was used, and prudent estimates made to give an accurate view of the Company’s state of affairs at the end of the financial year, and it’s profit and loss for that period;

c) Proper and sufficient care was taken for maintaining adequate accounting records as per provisions of this Act to safeguard the Company’s assets to prevent and detect fraud and other irregularities;

d) Annual Financial Statements were prepared on a going concern basis;

e) The Company laid down Internal Financial Controls and that such internal financial controls are adequate and these were operating effectively; and

f) Proper systems were devised to ensure compliance with all applicable laws, and such systems were adequate and operating effectively.

28. Board evaluation:

Under the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors of the Company, in their meeting held on May 18, 2022, evaluated its performance, that of its committees and Individual Directors, including Independent Directors. No Director participated in his/her evaluation. The Independent Directors reviewed the Non-Independent Directors, Chairman, and the Board at a separate meeting of Independent Directors held on February 2, 2022. The Board of Directors was evaluated on various criteria, including attendance, participation in Board meetings, involvement by providing advice, guidance, suggestions on the business front, and the willingness and commitment to devote the time necessary to fulfil his/her duties.

The Independent Directors were also evaluated based on the performance, professional conduct, roles, and duties as specified in Schedule IV of the Companies Act, 2013, and based on the fulfilment of the Independent Director criteria as specified in Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board evaluation was based on composition and statutory compliance, understanding business risks, adherence to process and procedures, overseeing management procedures for enforcing code of conduct, ensuring various policies, including the Whistle Blower Policy, were in force. The Board of Directors is of the opinion that the Independent

Directors possess integrity, expertise, and experience, including proficiency.

29. Criteria for making payment to Non-Executive Directors:

The Nomination and Remuneration Committee and the Board of Directors considered the following criteria while deciding on the payments to be made to Non-Executive Directors:

• Company performance.

• Maintaining independence and adhering to Corporate Governance laws.

• Contributions during meetings and guidance to the Board on important Company policy matters.

• Active participation in strategic decision-making and informal interaction with the management.

30. Familiarization programme:

The Company has a familiarization programme for Independent Directors under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. It aims to provide Independent Directors Company insight to enable understanding of the business in depth and contribute significantly to the Company. Overview and details of the programme for Independent Directors have been updated on https://expleogroup.com/Wp-content/uploads/2022/07/Details-of-Familiarisation-Proqrammes-for-Independent-Directors.pdf.

31. Policy for determining material subsidiaries:

Pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, a policy for determining material subsidiaries was formulated. The same is updated on the Company’s website at https://expleoqroup.com/wp-content/uploads/2022/07/Policy-for-Determininq-Material-Subsidiaries.pdf and is dealt with elsewhere in the Annual Report.

32. Particulars of employees:

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, as amended, a statement containing the names of top 10 employees in terms of remuneration drawn during the financial year and that of every employee employed throughout the financial year and in receipt of a remuneration of Rs. 1.02 crore or more per annum or employed for part of the financial year and receipt of Rs. 8.50 lakh per month is annexed and forms a part of this Report in Annexure-IV(A) and the ratio of remuneration of each Director to that of median employees’ remuneration,

as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is part of this Report in Annexure-IV(B).

33. Directors and key management personnel:

Mr. Rajesh Krishnamurthy (DIN - 08288884) who was appointed as an Additional Director (Non-Executive) of the Company with effect from September 1, 2020, has been appointed as Non-Executive Director of the Company by the Shareholders at the Annual General Meeting held on August 26, 2021.

Mr. Prashant Eknath Brahmankar (DIN - 07439819) has been appointed as Additional Director (Non-Executive) of the Company with effect from September 1, 2021, by the Board of Directors, and he shall hold office up to the date of the ensuing Annual General Meeting.

34. Public deposits:

The Company has not accepted or renewed any public deposits and, as such, no amount of principal or interest was outstanding on the Balance Sheet as of date.

35. Statutory Auditors:

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, are the Statutory Auditors of the Company. They were appointed in the 19th Annual General Meeting and will hold office till the 24th Annual General Meeting of the Company.

Pursuant to the provisions ofSection 139 of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014, and based on the recommendations made by the Members of Audit Committee, the Board of Directors at their meeting held on June 17, 2022, considered and recommended to the Members of the Company, for their approval, the appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company from the conclusion of 24th Annual General Meeting till the conclusion of 29th Annual General Meeting of the Company.

The report issued by the Auditors to the members for the financial year ended March 31, 2022, does not contain any qualification, reservation or adverse remark, or disclaimer. Auditors reported no frauds under sub-section (12) of Section 143.

36. Maintenance of cost records:

The maintenance of cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013, does not apply to the Company.

Key highlights of 2020 survey results :

• GPTW score for 2021 is 75% ( 3 from 2020)

• 79% of employees believe that Expleo is a great place to work ( 2% from 2020)

• 73% of employees believe that Expleo will act on the survey results ( 3% from 2020)

• 83% of employees are proud to tell others that they work with Expleo ( 3% from 2020)

The programs conducted under various learning categories are mentioned below:

Technology: The Company majorly focuses on technical skills such as Java, Performance Engineering, Appium, Security, Structured Query Language and Python.

Domain and Domain products: The Company conducted Guidewire, FinAstra, Banking payments, Cards, Treasury and Capital Markets, Insurance, and other domain related trainings.

Testing: The Company conducted programs such as Extract Transform Load (ETL) Testing, Test Automation, Test Methodology and Security Testing.

Tools: Programs on Selenium, Robotic Process Automation, Topology and Orchestration Specification for Cloud Applications (TOSCA) and Jira bug tracking tool were conducted to sharpen employee knowledge on latest tools.

Process Methodologies: The Company conducted programs such as Agile / Scrum, Accelerated Agile, Kanban and Agile Design Thinking.

Leadership skills: To enhance leadership skills we offered Management Development Program, Customer Relationship Management and Strategic Management programs.

Soft Skills: To improve customer experience we conducted trainings on soft skills such as email etiquette, presentation skills, listening skills and other such competencies.

Here are our key programmes for motivating and engaging employees:

a) NJOP (New Joiner Orientation Programme).

b) QA-QE Transformation.

c) Technical & Domain Upskilling.

d) Training for On-site employees.

e) Quizzard.

f) Speed Learning.

g) TGIF (Thank God It’s Friday).

h) Reader’s Loft.

i) Management Development Programme.

j) R&R for Trainers.

k) Digital Badges - Rewards for Learning & Certification Accomplishments.

Driving culture of continuous learning

Expleo L&D provides a culture of continuous learning for employees at all stages of their careers to upskill and reskill continuously and on-demand. To support upskilling of our employees, we have set up the Technology Lab, which our associates can access remotely to get hands-on experience.

Here are our key programmes through which we drive a culture of continuous learning:

a) Self-Learning Enablement - Coursera Learning platform - 179% Utilization

b) Technology Lab for Hands-On practice

c) Speed Learning.

d) Expert Connect Session.

e) Knowledge Sharing Sessions.

f) Virtual Classrooms.

g) MOOCs (Massive Open Online Courses).

h) Learning Assessment & Measurement Platforms -IKM, SurveyMonkey

Employer Brand Creation

Expleo’s commitment and investment towards learning have enhanced its brand position as an employer of choice. The Company provides promised opportunities for professional development and career growth. L&D builds required workplace behaviours, including knowledge and skills necessary to deliver customer satisfaction and the management and leadership expertise essential to create and sustain the working conditions promised as employee experience. L&D also plays a crucial role in reinforcing the identity & values of the Expleo culture.

Here are our key programmes that build employer brand:

a) Diversity and Inclusion (D&I) - OORJAA,

ASPIREFORHER.

b) QA-QE Transformation.

c) Leader’s Framework - ETC Leader Programme -Digital Skills.

d) Leadership Development Program.

e) Digital Badges for Publishing in Social Channels -Rewards for Learning Accomplishments.

f) Succession Planning.

Key Achievements

• Bullet-Proof Management Programme (BPM): 24

employees from GG4.1 to GG4.3 got certified from 2021 to 2022; 7-month-long training programme.

• Leadership Enhancement Action Programme (LEAP): Completed 4 batches covering 100 employees from Grades GG3.2 to GG4.1; 3-month training programme.

• Tech Up-Skilling Phase :

HC:645 & 75% of Target Completion in 2 Certifications (Group 1 & Group 2). Which Means at least 484 to complete both the certifications by end of 2021.

Group 1 Completion - 622 (96%)

Group 2 Completion - 526 (82%)

In 2022: The Technical Upskilling will be through Coursera and included in the One India Initiative.

• Learning Metrics Achieved:

o Total learning hours - 81,912 (April 2021 to March 2022)

o Average learning hours per employee -47.84 hours (against a 40-hour target)

o Self-learning hours - 57,792 hours (70% of total hours)

o Unique no. of associates trained (headcount active) - 924

• Expert Connect Sessions: 8 sessions published, 400 attended.

• Knowledge Sharing Sessions: 8 sessions covering 400 employees.

• Domain Upskilling: 60 out of 81 employees (74%) who registered completed the programme against nominations; 28 in progress.

• Digital Badges for Learning and Certification:

Accomplishments under various Learning & Certification initiatives like BPM (36), LEAP (150), QA-QE Transformation (600 ), Trainers, Completing 40 hours of Learning (800 ), Technical & Domain Upskilling (600 ), etc.

• Quizzard: Published 200 Questions, 300 participated

• 2022 - January to March - Key Programmes:

o Coursera Learning platform - Technical Upskilling

- 200 Licenses procured which will be rotated across Expleo India Employees

o D&I - Oorjaa Training - UI/UX - 4 & Data Analytics

- 4 Trainees onboarded

o BA2BC program Batch 2 completed - 25 Trained/ Certified

o Oracle Retail Training - 25 Participants

o WRS - Winning Relationship Selling -16 Participants

o LEAP Batch 7 & 8 Completed - 45 participants

o Advanced Excel Training - 15 Participants

40. Quality, technology and systems:

The Company has established a Compliance Framework that follows a phased approach. It starts with establishing legal, contractual and security requirements to be complied with, internal communication and creating awareness on these requirements, integration of requirements with existing security and process framework for ongoing compliance, monitoring, and audit for ensuring compliance, periodic assessment of the maturing level of compliance processes and reporting and improvement of the security framework. The compliance framework is independently assessed and certified by external certification bodies on an annual basis. Independent assessment, are done as part of ISO 9001, ISO 27001, PCI DSS and SSAE 18/ISAE3402 certifications.

ISO 9001: 2015 (Quality Management System)

All offshore testing centers of the Company are certified for Quality Management System (ISO 9001:2015).

The Company has adopted quality management system to improve its overall performance and provide a sound basis for sustainable development activities. The Company promotes adopting a process approach when developing, implementing and improving the effectiveness of a quality management system to

Company’s business in many ways - Safeguarding the Company’s information assets, demonstrate to external stakeholders how secure the Company information is, stay ahead of new information security risks and opportunities and thereby supporting Company’s development and growth.

The information security management system is integrated with the organization’s processes and overall management structure, and information security is considered in the design of processes, information systems, and controls.

SSAE 18 (Statement on Standards for Attestation Engagements) / ISAE 3402 (the International Standard on Assurance Engagements):

The offshore TCoE (Testing Centre of Excellence) of the Company in Chennai is compliant with ISAE 3402 (the International Standard on Assurance Engagements) and SSAE 18 (Statement on Standards for Attestation Engagements). SSAE 18/ ISAE 3402 is an independent assessment report that provides the confidence on control procedures, adequacy and reasonable assurance in the Company’s service delivery, information security, and data privacy-related controls. SSAE 18 is more relevant for the US market, while ISAE 3402 is relevant for the rest of the World. Outsourcing companies (Expleo clients) are looking for third-party assurance to provide their clients (Expleo) with comfort about their internal control environment. Replacing SAS 70, ISAE 3402 / SSAE 18 standards remain the most widely employed approach to demonstrate third-party assurance, providing coverage to users of outsourced services.

This report has been prepared to provide information on the Company’s application testing services and related general computer controls for the services provided to clients. The assessment report illustrates the positive effects of a properly functioning and articulated control environment on an organization’s senior management and clients. The Company has been assessed for the past 8 years by one of the Big 4 audit firms and attestation has been obtained stating that the controls are not only suitably designed but also effectively implemented over a period of one year. The assessment period is for one calendar year and opinion is provided by the Certified Public Accountant stating that the controls are operating effectively over a period of time.

PCI-DSS (Payment Card Industry Data Security Standard):

Data protection is critical for the Company in maintaining its services to clients. The Company is also compliant with PCI-DSS, (worldwide data security standard defined by

organizational measures. The Company also analyses the internal and external environment changes, including the contractual customer requirements on privacy and the various alerts (privacy incidents) to draw inputs for annually updating the Privacy Policy. The Company has not only implemented technical and organizational measures to protect data but also implemented processes for regular monitoring to protect itself from data breaches.

41. Disclosure as required under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013:

The Company has a policy on the prevention of sexual harassment at the workplace. It has duly constituted the Internal Complaints Committee (ICC), in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The ICC has been set up to redress any complaints received regarding sexual harassment and meets periodically. The ICC was reconstituted with new members during the financial year 2021-22. This was communicated to all employees for notification of any POSH related complaints. The POSH policy covers all employees. The ICC did not have any complaints at the beginning of the year and further has not received any complaints during the financial year 2021-22.

42. Listing fees:

The Company confirms that it has paid the annual listing fees for the financial year 2021-22 to both National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

43. Acknowledgments:

The Company thanks its customers, bankers, and service providers for their continued support during the year. The Company places on record its appreciation for the contribution made by its employees at all levels. Its success was made possible by their hard work, loyalty, cooperation, and support.

The Company thanks the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise departments, the Income Tax Department, the Reserve Bank of India, the State Governments, Madras Export Processing Zone (MEPZ) and other government agencies for their support, and looks forward to their continued support in the future. The Company also thanks the Governments of the countries where it has operations. The Directors wish to record their appreciation of business constituents like SEBI, NSE, BSE, NSDL, CDSL, etc., for their continued support for the Company’s growth. The Directors also thank investors for their continued faith in the Company.

For and on behalf of Board of Directors of Expleo Solutions Limited

Ralph Franz Gillessen

Chairman and Non-Executive Director DIN : 05184138

Place: Ware, Hertfordshire, United Kingdom Date : June 17, 2022