DIRECTORS' REPORT

Dear Members,

Your Directors are pleased to present their 24^th Annual Report along with the audited annual accounts for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The key aspects of the Company's financial performance for the year ended March 31, 2024 are tabulated below:

2. OPERATIONAL AND FINANCIAL STATE OF AFFAIRS OF THE COMPANY

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

Apart from the information contained in Notes to the Financial Statements, no material changes and commitments have occurred after the closure of FY2024 till the date of this Report, which would affect the financial position of the Company.

3. GENERAL RESERVE

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

• DIVIDEND

Based on the overall Company's performance, the Directors are pleased to recommend a dividend of Re. 1/- (10%) per share. The total quantum of dividend payout, if approved by the Members, will be about Rs. 49.03 million.

In view of the changes made under the Income-tax Act, 1961 by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source as per applicable tax rates.

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

The Register of Members and Share Transfer Books will remain closed from Saturday, September 7, 2024 to Thursday, September 19, 2024 (both days inclusive) for the purpose of ascertaining entitlement for the said dividend. The 24th Annual General Meeting of the Company is scheduled to be held on Thursday, September 19, 2024.

The dividend declared by the Company for FY2024 is in compliance with the Dividend Distribution Policy.

• BUYBACK

The Board of Directors vide their meeting dated May 16, 2024 approved, subject to shareholders' approval, buy back of not exceeding 1,375,000 fully paid up equity shares having a face value of Rs. 10/- at a buy back price of Rs. 2,800/- for an amount not exceeding Rs. 3,850 Millions, from the shareholders/ beneficial owners of the company through tender offer. The shareholders' approval was procured vide postal ballot, results of which were announced on June 24, 2024. The Buy Back opened on July 9, 2024 and closed on July 15, 2024. The settlement date for the said buyback was July 22, 2024. The shares so bought back were extinguished and the issued and paid up capital was amended accordingly.

5. DIVIDEND DISTRIBUTION POLICY

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

6. PUBLIC DEPOSITS

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

7. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The Company had 18 (Eighteen) subsidiaries and 1 (One) associate company as on March 31, 2024.

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

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

- a wholly owned subsidiary in Dubai in the name of eClerx ME Information Technology Consultants L.L.C on August 10, 2023.

- a wholly owned subsidiary in Switzerland in the name of eClerx Switzerland SA on March 14, 2024.

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

8. CLIENT BASE

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

9. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS

The details in respect of internal financial controls and their adequacy are included in the Management

Discussion and Analysis Report, which forms a part of the annual report.

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

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

10. CHANGES IN SHARE CAPITAL

During the year, there was no change in the authorised, issued, subscribed and paid-up share capital of the Company.

11. STATUTORY AUDITORS

The second term of 5 (Five) consecutive years of existing Statutory Auditors viz. M/s. S.R. Batliboi & Associates LLP (Firm Registration No. 101049W/E300004) will expire at the forthcoming 24^th Annual General Meeting of the Company.

The Board of Directors at its meeting held on March 13, 2024 recommended to shareholders the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016) as Statutory Auditors of the Company for the period of 5 (Five) consecutive years starting from FY2025 to FY2029 and to hold office from conclusion of 24^th Annual General Meeting till conclusion of 29^th Annual General Meeting. The detailed proposal for the appointment of M/s. Price Waterhouse Chartered Accountants LLP as Statutory Auditors of the Company is given at the Resolution no. 4 of the Notice of 24^th Annual General Meeting.

There are no qualifications, reservations, adverse remarks or disclaimer made by M/s. S.R. Batliboi & Associates LLP, Statutory Auditors in their report for FY2024. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year under review.

12. SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Mehta & Mehta, Company Secretaries as the Secretarial Auditors for conducting the audit of the secretarial records for the financial year ended March 31, 2024. The report of the Secretarial Auditor is attached as Annexure-II. The Secretarial Auditors' Report does not contain any qualification, reservation or adverse mark.

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

13. MAINTENANCE OF COST RECORDS

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 of the Company.

14. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2024, is hosted on the website of the Company at https://eclerx.com/ investor-relations/financials/.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

• APPOINTMENTS:

During the year, the Board of Directors on basis of recommendation of Nomination and Remuneration Committee, had approved the appointment of below mentioned Directors:

(i) appointment of Mr. Kapil Jain (DIN: 10170402) as Managing Director & Group CEO of the Company (not liable to retire by rotation) for a period of 5 (Five) consecutive years effective from May 25, 2023 till May 24, 2028.

(ii) appointment of Ms. Bala C Deshpande (DIN: 00020130) as an Independent Director of the Company for the first term of 5 (Five) consecutive years effective from May 25, 2023 till May 24, 2028.

(iii) appointment of Mr. Amit Majmudar (DIN: 00565425) as an Independent Director of the Company for the first term of 5 (Five) consecutive years effective from April 1, 2024 till March 31, 2029.

The shareholders of the Company approved the appointment of Mr. Kapil Jain (DIN: 10170402) as Managing Director & Group CEO and Ms. Bala C Deshpande (DIN: 00020130) as an Independent Director of the Company by passing the resolution through Postal Ballot on August 18, 2023.

The shareholders of the Company also approved the appointment of Mr. Amit Majmudar (DIN: 00565425) as an Independent Director of the Company by passing the resolution through Postal Ballot on March 7, 2024.

• RETIREMENTS:

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

• COMPLETION OF TENURE OF INDEPENDENT DIRECTORS:

Mr. Anish Ghoshal (DIN: 00276807), Mr. Biren Gabhawala (DIN: 03091772) and Ms. Deepa Kapoor (DIN: 06828033) ceased to be Independent Directors of the Company upon completion of their second term of 5 (Five) consecutive years at the close of business hours on March 31, 2024. The Directors place on record their appreciation for the valuable contribution and support provided by Mr. Ghoshal, Mr. Gabhawala and Ms. Kapoor, during their tenure in their respective capacity.

17. DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

18. PERFORMANCE EVALUATION

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

The said evaluation for the Board and individual Directors was carried out, based on pre-defined comprehensive checklists, which were circulated to the Directors covering various evaluation criteria, inter-alia, modelled on the following factors:

• Accountability towards shareholders;

• Critical review of business strategy;

• Conducive environment for the communication and rigorous decision making;

• Board's focus on wealth maximization for shareholders;

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

• Business Continuity preparedness;

• Skill set and mix thereof among Board members;

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

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

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

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

• Qualitative comments/inputs;

• Deficiencies observed, if any;

• Qualification of members constituting the Committee;

• Attendance of Committee members in the respective meetings;

• Frequency of meetings.

In addition, the Chairman of the Board was also evaluated on the key aspects of his role and the report on his performance evaluation was placed before the separate meeting of the Independent Directors for review. During the year, a separate meeting of Independent Directors was held on May 25, 2023. In this meeting, the performance of the Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Director and Non-Executive Directors. The same was also discussed in the subsequent Nomination and Remuneration Committee Meeting and Board Meeting that followed the meeting of Independent Directors.

19. FAMILIARISATION PROGRAMME

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

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

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

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

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

• Extant Committees of Board of Directors;

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

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

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

• Liability Insurances taken by the Company to cover Directors.

In addition to this, periodic familiarization programmes are conducted for the Directors about the business operations, industry overview, threats, opportunities and challenges in respective verticals. Furthermore, detailed business presentations are made at quarterly meetings of Board of Directors. The details of familiarization programmes/training imparted to Independent Directors have been hosted on the Company's website at https://eclerx. com/about-eclerx/board-of-directors/.

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

The Directors have access to management to seek any additional information, clarification and details as may be required. In terms of the Listing Regulations, the standard letter of appointment of Independent Directors of the Company containing the requisite familiarization details has been hosted on the Company's website at https:// eclerx.com/about-eclerx/board-of-directors/.

20. DIRECTORS' RESPONSIBILITY STATEMENT

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

• in the preparation of the annual accounts for FY2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

• the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit or loss of the Company for the year ended on that date;

• the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

21. BOARD MEETINGS

During FY2024, 5 (Five) Board Meetings were held details of which, along with particulars of attendance of the Directors at each of the Board Meetings are given in the Corporate Governance Report of the Company, which forms a part of this

report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

22. BOARD COMMITTEES

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

23. AUDIT COMMITTEE

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

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

Mr. Biren Gabhawala, Ms. Deepa Kapoor and Mr. Anish Ghoshal ceased to be the Members of the Audit Committee with effect from April 1, 2024 upon completion of their second term of 5 (Five) consecutive years as Independent Directors of the Company.

The Board of Directors appointed Mr. Shailesh Kekre, Independent Director as Member and Mr. Amit Majmudar, Independent Director as Member & Chairperson of the Audit Committee with effect from April 1, 2024.

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

24. REPORTING OF FRAUD BY THE STATUTORY AUDITORS

There were no instances of fraud reported by the Statutory Auditors during FY2024 in terms of the Section 143 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

25. NOMINATION AND REMUNERATION POLICY

The Company has formulated the Nomination and Remuneration Policy in accordance with the provisions of the Act and the Listing Regulations. The said policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The aforesaid policy is hosted on the Company's website at https://eclerx. com/investor-relations/corporate-governance-policies/.

26. VIGIL MECHANISM

The Company has zero tolerance policy for any form of unethical behaviour. Pursuant to the provisions of the Act and Listing Regulations, the Company has in place a Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrong-doing that may adversely impact the Company, the Company's customers, shareholders, employees, investors, or the public at large. This policy, inter-alia, also sets forth:

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

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

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

The aforesaid policy has also been hosted on the Company's website at https://eclerx.com/investor-relations/corporate- governance-policies/. The same is reviewed by the Audit Committee from time to time.

27. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the

Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31,2024, are set out in Note No. 5.1 to the Standalone Financial Statements of the Company. The Company has not provided any guarantee during the year under review.

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

During FY2024, all the transactions that the Company entered into with related parties were in the ordinary course of business and at arm's length basis. All such transactions were approved by the Audit Committee and were reviewed by it on a periodic basis. Further, the Company has not entered into material contracts or arrangements as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

The policy on Related Parties as approved by the Board is hosted on the Company's website at https://eclerx.com/investor-relations/ corporate-governance/

The particulars of the transactions with related parties pursuant to the provisions of Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 are as under. Further, details with respect to related party transactions are also set out in the Note No. 31 to the Standalone Financial Statements of the Company for the year ended March 31, 2024.

Pursuant to the related party disclosure requirements under Part A of Schedule V of Listing Regulations, there were no loans and advances in nature of loans outstanding for the financial year ended March 31, 2024, from subsidiaries, associate companies or firms/ companies in which Directors are interested.

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

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

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

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required, inter-alia, under Section 134 of the Act read with the Companies (Accounts) Rules, 2014 is given in the Annexure - ///forming part of this report.

31. ENTERPRISE WIDE RISK MANAGEMENT SYSTEM AND RISK MANAGEMENT POLICY

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

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

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

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

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

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

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

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

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

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

Details of sexual harassment complaints received during FY2024:

No. of complaints received during FY2024: 2 No. of complaints disposed of during FY2024: 2 No. of complaints pending as on end of FY2024: NIL

33. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility and Environment, Social & Governance Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis and apprises the Board of the same. The total obligation of CSR expenditure for FY2024 was Rs. 87.44 million, out of which Company had spent Rs. 83.23 million during FY2024 and an unspent amount of Rs. 4.21 Million of approved multiyear/ongoing CSR Projects for FY2024 was transferred to ‘eClerx Services Limited Unspent CSR A/C -FY2023-24', which will be exclusively utilized for the respective CSR Projects.

The Company's CSR policy statement and the Annual Report on CSR activities undertaken during FY2024, in accordance with Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - IVto this report.

Further, in terms of the amended CSR Rules, the Chief Financial Officer has certified that the funds disbursed for CSR have been used for the purpose and in the manner approved by the Board for FY2024.

34. AWARDS AND RECOGNITION

The details of Awards & Recognition received by the Company during FY2024 are available on page no. 7 of this Annual report and also hosted on the Company's website at https://eclerx.com/ awards-and-accolades/.

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

Details of the ratio of the remuneration of each Director to the median employee's remuneration (approx.):- Executive Director: 68 times; Non-Executive Non-Independent Director: NA; Non-Executive Independent Director: 8 times (excluding sitting fees).

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:- Executive Director: Nil, Non-Executive Independent Directors: Nil, Chief Financial Officer: 10%, Company Secretary: 8.5%.

The percentage increase in the median remuneration of employees in the financial year: 6%. During the financial year, substantial numbers of employees were hired as freshers, which moderated the rise in the median employee compensation for FY2024 in comparison to FY2023.

The global headcount of the Company as on March 31, 2024 was more than 17,000.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and reasons for any exceptional circumstances for increase in managerial remuneration: 9.4% for employees other than senior managerial personnel v/s 12.8% increase in the senior managerial remuneration. The increase is determined based on salary benchmarking done with industry peers to ensure retention of experienced employees. Company performance has indirect linkage to overall compensation of senior management.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further, the report and the annual financial statements are being provided to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary.

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

Managerial Remuneration details:

The details of remuneration paid/payable to Directors for FY2024 are provided in the Corporate Governance Report forming part of this report.

36. EMPLOYEES' STOCK OPTION SCHEME/PLAN

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

An ESOP trust, which has been set up by the Company, is managed by independent trustee, and is authorized for secondary market acquisition of securities of the Company and utilize against exercise of securities granted/ to be granted under the above mentioned ESOP Schemes. During FY2024, ESOP Trust acquired 2,06,830 shares from open market.

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

As per Clause 4.5 of the ESOP Scheme 2015, the Company was authorized to provide loan(s) to the Employee Welfare Trust ("Trust") in one or more tranche(s) upto Rs. 900 Million (Rupees Nine Hundred Million Only) for purchase of shares from the secondary market, which was subsequently amended to increase the aforesaid limit upto Rs. 1,500 Million (Rupees Fifteen Hundred Million Only) vide resolution passed by shareholders on October 25, 2018 via Postal Ballot. Upon utilization of the above limit, approval of the shareholders was sought to increase the limit, and the shareholders of the Company vide special resolution passed through postal ballot on May 17, 2024 approved the amendment in Clause 4.5 of the ESOP Scheme 2015 increasing the limits for providing loan(s) to the Trust from Rs. 1,500 Million (Rupees Fifteen Hundred Million Only) to Rs. 2,800 Million (Rupees Twenty-Eight Hundred Million Only) for purchase/acquisition of shares from the secondary market in one or more tranche(s).

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

37. ENHANCING SHAREHOLDERS VALUE

The Company is committed to creating long term value for shareholders by achieving high levels of operating performance, cost competitiveness, enhancing the productive asset and resource base and striving for excellence in all areas of operations.

The Company firmly believes that its success in the marketplace and good reputation are among the primary elements of shareholder value. Its close relationship with clients and a deep understanding of their needs, drive the development of new products and services.

38. HUMAN RESOURCE MANAGEMENT

The Company recognizes people development as a key strategic differentiator and invests in multiple high-value learning solutions besides engaging with industry experts, stalwarts from specialized practice areas. Further, details on human resource management are set out in the Management Discussion and Analysis Report, describing the initiatives taken by the Company, which forms part of the Annual Report.

39. CORPORATE GOVERNANCE

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

40. SUCCESSION PLANNING

The Company has succession plan in place for orderly succession for appointments to Board and to senior management.

41. ACKNOWLEDGEMENT

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