About eClerx Services Ltd

eClerx Services Limited provides critical business process management, automation and analytics services to a number of Fortune 2000 enterprises, including some of the world's leading financial services, communications, retail, fashion, media & entertainment, manufacturing, travel & leisure, and technology companies. Incorporated in 2000, eClerx is today traded on both the Bombay and National Stock Exchanges of India. The firm employs 16,000+ people across Australia, Canada, Germany, India, Italy, Netherlands, Philippines, France, Singapore, Thailand, UK, and the USA. The Company provides innovative business process management, change management, data-driven insights, advanced analytics powered by subject matter experts and smart automation. eClerx Customer Operations specializes in providing operational expertise and process excellence throughout the customer journey. The Company create solutions and services, utilizing domain knowledge that supports clients' evolving needs. They assist companies in developing, implementing and operating multichannel customer interaction capabilities for the external and the internal customer - facing operations - transforming everyday touchpoints into a superior experience. eClerx Services Limited was originally incorporated on March 24, 2000 as eClerx Services Private Limited. In August 2007, the Company was converted to a public limited company and the name was changed into eClerx Services Limited. eClerx Services completed its Initial Public Offer (IPO) and the equity shares were listed on the National Stock Exchange of India Ltd. (NSE) and the Bombay Stock Exchange Ltd. (BSE) effective December 31, 2007. During the financial year ended 31 March 2010, which marked completion of 10 years by eClerx Services, the company recorded a turnover of more than Rs. 2,500 million for the first time in its history. During the year under review, the company substantially broadened its range of services to clients, thus expanding the addressable market for its services. The year also saw further vendor consolidation in the client community. The company won an increasing share of business from strategic clients, and lost share in accounts where the company was a peripheral vendor. The company has also made significant progress in reducing its currency concentration with increased penetration in Europe. The Board of Directors of eClerx Services vide resolution passed on June 7, 2010 recommended issue of bonus equity shares in the ratio of one fully paid-up bonus equity share of Rs. 10 each for every two equity shares of Rs. 10 each held and consequent capitalization of free reserves of the company. The record date for the purpose was fixed as July 26, 2010. Accordingly the bonus shares have been allotted on July 28, 2010. The company acquired eClerx Private Limited in Singapore with effect from January 28, 2010. The said company is now a wholly owned subsidiary of eClerx Services Ltd., India and caters to Asia-pacific clients of the company. With the company's Mumbai and Pune facilities reaching high utilisation levels, the company has taken on lease additional space in Airoli, Navi Mumbai within a SEZ facility. The company has taken 44,000 sq. ft. initially, with the option to add another 44,000 sq. ft. Operations for Phase-I commenced in the second quarter of 2010-11. eClerx Services acquired the entire shareholding of Agilyst Inc (Agilyst), a closely held US based company, effective May 4, 2012. The consideration towards the acquisition consists of an upfront payment of US$15.75 million and a variable earn out, based on Agilyst's future performance till September 30, 2013. During the financial year ended 31 March 2014, eClerx Services continued to make progress in its endeavor to reduce client and industry concentration and thereby create a more diversified and resilient revenue base. This was driven both by acquisition of new clients and also by account mining and growth in non top 5 clients. The company's digital marketing business division contributed significantly to the company's strategic goal of reducing concentration. The company's banking and financial services business performed quite well during FY2013-14, aided by a recovery in business performance for most of the global banks. The company's cable and telecom business division introduced a couple of new service lines during the year. During the year, eClerx Services received SEZ approval for an additional new facility in its SEZ Unit at Airoli, Navi Mumbai. The new floor will accommodate approximately 600 seats and is likely to go into production early in FY 2014-15. During the year under review, eClerx Services paid final tranche amounting to US$ 3.8 million towards acquisition of Agilyst Inc taking the total cost of acquisition of Agilyst Inc to US$ 19.55 million. The Board of Directors of eClerx Services, at its meeting held on August 8, 2013, approved the buyback of equity shares of the company for a total consideration not exceeding Rs. 40.50 crores and at a price not exceeding Rs. 825 per equity share of Rs.10 each from the open market through the stock exchanges. It was proposed to Buy-back fully paid-up Equity Shares up to 6,00,000 Equity Shares (Maximum Offer Shares) and a minimum of 3,00,000 Equity Shares (Minimum Offer Shares). The buyback commenced on August 27, 2013 and closed on February 26, 2014. The total number of Equity Shares bought back under the Buy-back is 37,623 and entire bought back shares stand extinguished. The highest and lowest price at which the equity shares were bought back was Rs. 815 and 765 per share respectively. The average price at which the shares have been bought back was Rs. 814.66 per share.Agilyst Consulting Private Limited (India), a step down subsidiary of eClerx Services was amalgamated with the company with effective from April 1, 2015. eClerx Services acquired the entire shareholding of CLX Europe S.P.A a joint stock company based in Italy effective April 22, 2015. The acquisition of CLX Europe helped eClerx Services expand its service offering to encompass a larger part of the digital lifecycle of the company's clients. All marketing, process and people-related integration with CLX was completed during the year ended 31 March 2016 and this has started bearing fruit: CLX has met most of the internal goals that were set for FY 2015-16. eClerx Services' cable business was the fastest growing business during FY 2015-16. During the year in review, eClerx Services augmented capacities in each of its three facilities viz. Mumbai, Pune and Chandigarh and at the end of March 2016, the company's India facilities had a total capacity of more than 8500 seats and the centers are functioning at approximately 85% capacity. The Board of Directors of eClerx Services at their meeting held on September 11, 2015 approved the Scheme of Amalgamation between Agilyst Consulting Private Limited and eClerx Services Limited and their respective shareholders (the Scheme) which provides for the amalgamation of Agilyst Consulting Private Limited, a step down subsidiary, with eClerx Services Limited (the company). The Appointed date of the Scheme is April 1, 2015. The Scheme of Amalgamation was filed by Agilyst Consulting Private Limited with the High Court. The High Court vide its order dated April 1, 2016, has dispensed with the requirement for filing a separate 'Company Summons for Direction and Company Scheme Petition' under Sections 391-394 of the Companies Act, 1956 for eClerx Services Limited and therefore there was no requirement for holding meetings of shareholders or creditors of the company in this regard. The Scheme is pending before the Court for approval and would be effective only once the order is received from the Bombay High Court and filed with the Registrar of Companies. On 21 December 2015, eClerx Services allotted 10,180,609 Equity Shares of Rs. 10/- each as Bonus Shares to the Shareholders of the company in the ratio of 1 (One) Equity Share of Rs. 10/- each for every 3 (Three) Equity Shares of Rs. 10/- each held as on the Record Date, i.e. December 18, 2015.During the financial year ended 31 March 2017, eClerx Services bought back 1,170,000 fully paid-up equity shares of face value of Rs. 10 each, constituting up to 2.87% of the issued, subscribed and paid-up equity share capital of the company as on March 31, 2016. The Buyback was undertaken on a proportionate basis, from the fully paid-up Equity Shareholder(s) / beneficial owner(s) of the Equity Shares of the company as on October 28, 2016, by way of a Tender Offer for cash at a price of Rs. 2,000 per Equity Share for an aggregate amount up to Rs. 2,340 million excluding transaction cost(s), pursuant to shareholders approval dated October 14, 2016. The Buyback size was about 24.95% of the aggregate paid- up equity capital and free reserves of the company as per the standalone financial statements of the company for the financial year ended March 31, 2016. The acquisition of CLX Europe has helped eClerx Services expand service offering to encompass a larger part of the digital lifecycle for the clients. All marketing, process and people-related integration with CLX was completed during the year ended 31 March 2017 and this has started bearing fruits. eClerx Services' cable business was the fastest growing business during FY 2016-17. During the year, a subsidiary was set up in Canada with the intent of enhancing eClerx foot print. The company also made progress on enhancing global capabilities by announcing, setting up of an organic onshore delivery center in the US, which should allow eClerx to address client needs which cannot be met from offshore. During the year in review, eClerx Services augmented capacities in each of its three facilities viz. Mumbai, Pune and Chandigarh and at the end of March 2017, the company's India facilities had a total capacity of more than 9,000 seats and the centers are functioning at approximately 77% capacity. eClerx Services' step down subsidiary Agilyst Inc. USA was merged with the company's wholly owned subsidiary eClerx LLC, USA effective from January 1, 2017. eClerx Services' subsidiary eClerx Investment Ltd, BVI was wound up effective March 28, 2017. During the financial year ended 31 March 2018, eClerx Services bought back 1,290,000 fully paid-up equity shares of face value of Rs 10 each, constituting up to 3.24% of the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2017. The Buyback was undertaken on a proportionate basis, from the fully paid-up Equity Shareholder(s) / beneficial owner(s) of the Equity Shares of the Company as on February 05, 2018, by way of a Tender Offer for cash at a price of Rs 2,000 per Equity Share for an aggregate amount up to Rs 2,580 million excluding transaction cost(s), pursuant to shareholders approval dated January 23, 2018. The Buyback size was about 24.99% of the aggregate paid- up equity capital and free reserves of the Company as per the standalone financial statements of the company for the financial year ended March 31, 2018. In FY 2017-18, Company's Digital Services (DS) division focused on growing emerging clients into strategic client. The division invested heavily to increase its onshore consulting practice across the US, UK and Singapore as client requirements and solution complexity increases. In FY 2017-18, the company's Customer Operations business witnessed churn due to changes in client environment. The client value proposition was strengthened by leveraging emerging technologies and investment in Artificial Intelligence (AI) and Robotic Process Automation (RPA). The onshore delivery center in United States went live in FY 2017-18. Customer Operations also expanded geographically in Canada. During the year under review, the company launched nine new products viz. Roboworx, DocIntel, Billing Manager, Loans Manager, Compliance Manager, Confirmation Lifecycle Manager, eCube, Fleet Star and eVigilPro. In 2017-18, eClerx Services was able to successfully industrialise its Research and Development in Artificial Intelligence. The company improved its capabilities in Competitive Intelligence through more exhaustive utilisation of unstructured competitor data, significantly reduced operating costs in customer data review processes for Financial Markets and applied chatbot technology to various customer support functions - from training to customer interactions. During the year under review, eClerx Services invested in upskilling and reskilling its technology teams on critical areas such as digital, data science, security, and artificial intelligence. The Company had 8 subsidiaries including step down subsidiaries and 1 associate company as on March 31, 2020. The Company's Wholly Owned Subsidiary, eClerx Investments (UK) Limited had incorporated a 100% subsidiary in form of a private limited company at Netherlands, Europe in the name of eClerx B.V. on May 6, 2020. The Company had 15 subsidiaries including step down subsidiaries and 1 associate company as on March 31, 2021. During the year 2021, eClerx LLC, USA, a Wholly Owned Subsidiary of the Company entered into a Share Purchase Agreement to acquire share/membership interest of Eclipse Global Holdings LLC (dba Personiv), a Delaware Limited Liability Company headquartered in Austin, Texas, USA, along with all of its subsidiaries. Consequently, Eclipse Global Holdings LLC, USA, Personiv Contact Centres LLC, Delaware, ASEC Group LLC, Delaware, AGR Operations (Manila) Inc, AG Resources (India) Private Limited and Personiv Contact Centres India Private Limited became subsidiaries of the Company effective from December 23, 2020. The Company had 16 subsidiaries including step down subsidiaries and 1 associate company as on March 31, 2022. During the year 2022, the Company's Wholly Owned Subsidiary, eClerx Investments (UK) Limited setup of a 100% Subsidiary at Australia in the name of eClerx Pty Limited on January 13, 2022. In 2023, the Digital clients prioritized their direct channels. The Company saw very good traction for services around Field Tech Operations and Customer experience. Additionally, the Company gained new clients in the pharmaceutical, streaming, and telecom industries to maintain a strong and diverse portfolio. The domain-specific applications helped to provide differentiated services to clients, strengthening their position as a specialized service provider. While Robotic Process Automation and AI/ML based automation increased usage of on low-code/ no-code platforms in delivering solutions. In 2022-23, launching a major initiative on Generative AI, the Company has developed an orchestration platform that brings together the capabilities of various Generative AI models into a single framework. At the end of March 2023, the Company's offshore facilities had a total capacity of around 11,500 seats across India and Philippines. The Company on-boarded Oracle's HRMS platform - a massive global change management exercise involving new HR Technology and transformation in areas of recruitment, leave and attendance, learning, skill repository, HR AI and Analytics, chatbot, surveys, R&R and communities integration, etc. It leveraged people analytics to re-imagine their careers program by emphasizing on cultivating domain expertise across prioritized industry horizontals.

eClerx Services Ltd Chairman Speech

<dhhead>CHAIRMAN’S MESSAGE</dhhead>

REVENUE PERFORMANCE & KEY METRICS

The last twelve months marked a period of resurgence for the Company. We closed the full year with revenues of USD 333mm revenue and net income of INR 4,888mm, each up by 17% over the previous year, exceeding industry average growth for a second successive year. There was marked progress on key measures: client concentration reduced with our top ten now at 60%, our lowest; the number of $1m+ clients stood at 44, our highest; our $3-10mm revenue cohort of clients doubled to ten, another high and we added a record eighty new clients. Automation and Analytics services at $71mm now represent twenty percent of a much larger organisation, and Business Process as a Service (BPaaS) or managed services is now at our highest ever contribution. Your firm grew to be the largest and most diverse it has ever been, with over 16,000 colleagues across the globe. The market recognised our progress by according us a "unicorn" USD 1bn valuation during the year.

SERVICES, MANAGED SERVICES _BPaaS_, AUTOMATION AND ANALYTICS

Your Company’s focus on productized services including Creative, Content & Commerce, Trade Lifecycle (TLC), Customer Experience (CX), Client Lifecycle (CLC), Field Tech Operations (FTO) and Finance and Accounting Operations (FAO) to mid-market clients, helped power sales efforts by providing resonant "arrow-heads" to acquire new client relationships. Each of these service lines grew as we added new logos and increased our footprints at established clients. Notable highlights of the year included the opening of our Milan innovation hub and expansion of Phuket to support our Creative services; the growth of our digital banking services; the doubling of onshore consulting driven by our first large multi-country CLC consulting engagement and being selected - in the face of intense competition - Care Partner of the Year by our largest and most sophisticated client in CX. Our focus on productized services also meant an increased share of Business Process as a Service (BPaaS) where we leverage our deep domain, execution experience, technology platforms and industry partnerships to deliver value-added, high return on investment services. These services continued to help us create longer-term stickier relationships.

Automation and Analytics – a key focus area for us – grew to $71mm in revenue. In automation, growth occurred was across low-code/no-code, intelligent automation and in our platforms such as Compliance Manager, DocIntel, M360, Merchandiser+, Workforce Manager, and Fluid4. An increasing number of organizations turned to us for consulting, development, and testing support. We broadened our partnership with IIT Delhi’s Technology Innovation Hub (IHFC) and NASSCOM COE for Data Science and AI to help us drive innovation in artificial intelligence, machine learning and robotics process automation (RPA). Notable awards included those at NASSCOM AI Game Changer and RegTech Insight for Compliance Manager, at CIO100 India for Intelligent Automation, and at Data Management Insight for Roboworx.

Analytics experienced success across industries, but most notably in luxury, B2B and banking. We acquired fifteen new logos, and invested in our services suite comprising digital analytics, data engineering and consulting; in our product platforms such as eMatch, eRange and M360; and in expanding industry partnerships to include names such as Microsoft, Amplitude, Funnel.io and Alation. To cap off our commercial success, we were voted one of India’s "Best Firms For Data Scientists To Work For" by Analytics India Magazine for a second consecutive year.

Finally, I am happy to say that our purchase of Personiv proved very beneficial for your Company. That business grew twenty per cent over the past year, added twenty new logos and approached a USD 40mm run rate. We successfully integrated the various Personiv business elements into our core business units, and witnessed growth across all service lines. Our new Philippines capabilities became core to the firm and we moved new business there, providing a new low-cost alternative to India for any clients reconsidering India concentration.

FOCUS ON PEOPLE

In FY ‘23, we grew to over 16,000 employees, adding talent across business process management, analytics, and automation services. I am happy to share that our pool of women talent expanded, with women today comprising 37% of our global workforce. Two-fifths of external hires last year were women, thanks in part to hybrid and remote work arrangements. We launched an external mentoring program for our high potential senior women leaders, which led a just under twenty percent representation of women in top leadership roles - our highest ever.

We adopted a global HR platform last year to provide a unified support experience across our entire global family. This brought all people functions such as recruitment, on-boarding, learning, rewards and performance onto one platform, easily accessible to employees across different parts of the globe. This in particular helped us transform our end-to-end learning journey, with thousands of virtual classrooms and curated learning assets across a range of cutting-edge technologies and industry domains now available anytime, anywhere. Our managerial development programs dwelt on leading teams in a digital world, driving innovation and developing a better understanding of emerging technologies. For the third edition of our firm-wide ‘Skill of the Year’ program, we partnered with the University of Toronto and certified 1000+ employees on ‘Low-Code/No-Code’, to bolster firm-wide technology and automation capabilities. Such innovations in learning and career development meant that we were awarded a Brandon Hall Award for Excellence in Learning and Development for the fifth year in a row - this time in ‘Best Advance in Custom Content’.

OUR SOCIAL, SUSTAINABILITY, AND RISK MANAGEMENT RESPONSIBILITIES

We maintained our focus on community partnerships and volunteering efforts returning to physical mode allowed us to make a deeper impact. Our themes last year were employability, environment and education and out many colleagues volunteered time in ARTSHALA to paint and transform walls of government schools, upcycle notebooks from waste paper, and create learning aid materials for school teachers. We supported our CSR partners to adopt green energy infrastructure and build climate resilience, and planted more than ten thousand saplings across the country. You should feel proud that our combined efforts changed fifteen thousand young lives for the better. In ESG - our facilities in India almost doubled the share of electricity generated from renewable sources to 32% in FY23, and we are happy to report our full compliance with the statutory requirements of the NGRBC (National Guidelines on Responsible Business Conduct) principles. We have also published our first BRSR (Business Responsibility & Sustainability Report) in line with SEBI requirements.

Last but not least, resilience and risk management stayed ever top of mind. We focused on information security efforts aimed at data encryption, remote data management, endpoint detection, and user activity monitoring to reduce risk to the firm. We continued to nurture a strong balance sheet with a thoughtful approach to capital allocation - an important consideration for all our client and employee-colleagues. We remained consistent with through our capital allocation policy of returning excess cash to shareholders and in FY23 returned USD 40mm through a buyback.

A NEW BEGINNING

We are today a company approaching USD 350 million in revenue and have ambitions to grow substantially. We recognise that meeting these aspirations needs senior leadership with the experience of building businesses of such scale. I am therefore happy to announce that Kapil Jain joins us as CEO this year, taking over executive responsibilities from our two co-founders, PD Mundhra and Anjan Malik. Kapil has spent his past two decades at a major Indian IT firm and his experience in the IT / BPM industry spans delivery, sales, transition, marketing, alliances and M&A, each across a wide breadth of industries including capital markets, consumer and retail. Kapil has

previously built business of a size similar to that which we aim for, and brings relevant experience across clients, products, services and technology. His joining substantially strengthens your firm’s leadership in an environment of accelerating technological disruption

December 2022 marked the fifteenth anniversary of our public listing. We were a USD 30mm revenue company when we listed in 2007, and are today nearly USD 350mm – an almost twenty per cent annual growth rate. On this journey, we have learned from the best – our clients. And what a rarefied group they are - three-quarters of our revenue derives from Fortune 500 clients and almost sixty of our clients are over $10bn revenue enterprises. These relationships are incredibly long-tenured – over a hundred of our clients have been so for over five years and over thirty for over ten years – remarkable in the fast and fickle industry in which we operate. Our deep and meaningful relationships, and culture of service, ensures that we enjoy the trust of the most senior offices at our large enterprise clients

We are today the most scaled, global and resilient that we have ever been. But we continue to demonstrate the agility and hunger of a much smaller organization. We hope that like us, you feel incredibly proud of what we have together built, and are super-excited about the future. I thank you for your ongoing support.

eClerx Services Ltd Company History

eClerx Services Limited provides critical business process management, automation and analytics services to a number of Fortune 2000 enterprises, including some of the world's leading financial services, communications, retail, fashion, media & entertainment, manufacturing, travel & leisure, and technology companies. Incorporated in 2000, eClerx is today traded on both the Bombay and National Stock Exchanges of India. The firm employs 16,000+ people across Australia, Canada, Germany, India, Italy, Netherlands, Philippines, France, Singapore, Thailand, UK, and the USA. The Company provides innovative business process management, change management, data-driven insights, advanced analytics powered by subject matter experts and smart automation. eClerx Customer Operations specializes in providing operational expertise and process excellence throughout the customer journey. The Company create solutions and services, utilizing domain knowledge that supports clients' evolving needs. They assist companies in developing, implementing and operating multichannel customer interaction capabilities for the external and the internal customer - facing operations - transforming everyday touchpoints into a superior experience. eClerx Services Limited was originally incorporated on March 24, 2000 as eClerx Services Private Limited. In August 2007, the Company was converted to a public limited company and the name was changed into eClerx Services Limited. eClerx Services completed its Initial Public Offer (IPO) and the equity shares were listed on the National Stock Exchange of India Ltd. (NSE) and the Bombay Stock Exchange Ltd. (BSE) effective December 31, 2007. During the financial year ended 31 March 2010, which marked completion of 10 years by eClerx Services, the company recorded a turnover of more than Rs. 2,500 million for the first time in its history. During the year under review, the company substantially broadened its range of services to clients, thus expanding the addressable market for its services. The year also saw further vendor consolidation in the client community. The company won an increasing share of business from strategic clients, and lost share in accounts where the company was a peripheral vendor. The company has also made significant progress in reducing its currency concentration with increased penetration in Europe. The Board of Directors of eClerx Services vide resolution passed on June 7, 2010 recommended issue of bonus equity shares in the ratio of one fully paid-up bonus equity share of Rs. 10 each for every two equity shares of Rs. 10 each held and consequent capitalization of free reserves of the company. The record date for the purpose was fixed as July 26, 2010. Accordingly the bonus shares have been allotted on July 28, 2010. The company acquired eClerx Private Limited in Singapore with effect from January 28, 2010. The said company is now a wholly owned subsidiary of eClerx Services Ltd., India and caters to Asia-pacific clients of the company. With the company's Mumbai and Pune facilities reaching high utilisation levels, the company has taken on lease additional space in Airoli, Navi Mumbai within a SEZ facility. The company has taken 44,000 sq. ft. initially, with the option to add another 44,000 sq. ft. Operations for Phase-I commenced in the second quarter of 2010-11. eClerx Services acquired the entire shareholding of Agilyst Inc (Agilyst), a closely held US based company, effective May 4, 2012. The consideration towards the acquisition consists of an upfront payment of US$15.75 million and a variable earn out, based on Agilyst's future performance till September 30, 2013. During the financial year ended 31 March 2014, eClerx Services continued to make progress in its endeavor to reduce client and industry concentration and thereby create a more diversified and resilient revenue base. This was driven both by acquisition of new clients and also by account mining and growth in non top 5 clients. The company's digital marketing business division contributed significantly to the company's strategic goal of reducing concentration. The company's banking and financial services business performed quite well during FY2013-14, aided by a recovery in business performance for most of the global banks. The company's cable and telecom business division introduced a couple of new service lines during the year. During the year, eClerx Services received SEZ approval for an additional new facility in its SEZ Unit at Airoli, Navi Mumbai. The new floor will accommodate approximately 600 seats and is likely to go into production early in FY 2014-15. During the year under review, eClerx Services paid final tranche amounting to US$ 3.8 million towards acquisition of Agilyst Inc taking the total cost of acquisition of Agilyst Inc to US$ 19.55 million. The Board of Directors of eClerx Services, at its meeting held on August 8, 2013, approved the buyback of equity shares of the company for a total consideration not exceeding Rs. 40.50 crores and at a price not exceeding Rs. 825 per equity share of Rs.10 each from the open market through the stock exchanges. It was proposed to Buy-back fully paid-up Equity Shares up to 6,00,000 Equity Shares (Maximum Offer Shares) and a minimum of 3,00,000 Equity Shares (Minimum Offer Shares). The buyback commenced on August 27, 2013 and closed on February 26, 2014. The total number of Equity Shares bought back under the Buy-back is 37,623 and entire bought back shares stand extinguished. The highest and lowest price at which the equity shares were bought back was Rs. 815 and 765 per share respectively. The average price at which the shares have been bought back was Rs. 814.66 per share.Agilyst Consulting Private Limited (India), a step down subsidiary of eClerx Services was amalgamated with the company with effective from April 1, 2015. eClerx Services acquired the entire shareholding of CLX Europe S.P.A a joint stock company based in Italy effective April 22, 2015. The acquisition of CLX Europe helped eClerx Services expand its service offering to encompass a larger part of the digital lifecycle of the company's clients. All marketing, process and people-related integration with CLX was completed during the year ended 31 March 2016 and this has started bearing fruit: CLX has met most of the internal goals that were set for FY 2015-16. eClerx Services' cable business was the fastest growing business during FY 2015-16. During the year in review, eClerx Services augmented capacities in each of its three facilities viz. Mumbai, Pune and Chandigarh and at the end of March 2016, the company's India facilities had a total capacity of more than 8500 seats and the centers are functioning at approximately 85% capacity. The Board of Directors of eClerx Services at their meeting held on September 11, 2015 approved the Scheme of Amalgamation between Agilyst Consulting Private Limited and eClerx Services Limited and their respective shareholders (the Scheme) which provides for the amalgamation of Agilyst Consulting Private Limited, a step down subsidiary, with eClerx Services Limited (the company). The Appointed date of the Scheme is April 1, 2015. The Scheme of Amalgamation was filed by Agilyst Consulting Private Limited with the High Court. The High Court vide its order dated April 1, 2016, has dispensed with the requirement for filing a separate 'Company Summons for Direction and Company Scheme Petition' under Sections 391-394 of the Companies Act, 1956 for eClerx Services Limited and therefore there was no requirement for holding meetings of shareholders or creditors of the company in this regard. The Scheme is pending before the Court for approval and would be effective only once the order is received from the Bombay High Court and filed with the Registrar of Companies. On 21 December 2015, eClerx Services allotted 10,180,609 Equity Shares of Rs. 10/- each as Bonus Shares to the Shareholders of the company in the ratio of 1 (One) Equity Share of Rs. 10/- each for every 3 (Three) Equity Shares of Rs. 10/- each held as on the Record Date, i.e. December 18, 2015.During the financial year ended 31 March 2017, eClerx Services bought back 1,170,000 fully paid-up equity shares of face value of Rs. 10 each, constituting up to 2.87% of the issued, subscribed and paid-up equity share capital of the company as on March 31, 2016. The Buyback was undertaken on a proportionate basis, from the fully paid-up Equity Shareholder(s) / beneficial owner(s) of the Equity Shares of the company as on October 28, 2016, by way of a Tender Offer for cash at a price of Rs. 2,000 per Equity Share for an aggregate amount up to Rs. 2,340 million excluding transaction cost(s), pursuant to shareholders approval dated October 14, 2016. The Buyback size was about 24.95% of the aggregate paid- up equity capital and free reserves of the company as per the standalone financial statements of the company for the financial year ended March 31, 2016. The acquisition of CLX Europe has helped eClerx Services expand service offering to encompass a larger part of the digital lifecycle for the clients. All marketing, process and people-related integration with CLX was completed during the year ended 31 March 2017 and this has started bearing fruits. eClerx Services' cable business was the fastest growing business during FY 2016-17. During the year, a subsidiary was set up in Canada with the intent of enhancing eClerx foot print. The company also made progress on enhancing global capabilities by announcing, setting up of an organic onshore delivery center in the US, which should allow eClerx to address client needs which cannot be met from offshore. During the year in review, eClerx Services augmented capacities in each of its three facilities viz. Mumbai, Pune and Chandigarh and at the end of March 2017, the company's India facilities had a total capacity of more than 9,000 seats and the centers are functioning at approximately 77% capacity. eClerx Services' step down subsidiary Agilyst Inc. USA was merged with the company's wholly owned subsidiary eClerx LLC, USA effective from January 1, 2017. eClerx Services' subsidiary eClerx Investment Ltd, BVI was wound up effective March 28, 2017. During the financial year ended 31 March 2018, eClerx Services bought back 1,290,000 fully paid-up equity shares of face value of Rs 10 each, constituting up to 3.24% of the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2017. The Buyback was undertaken on a proportionate basis, from the fully paid-up Equity Shareholder(s) / beneficial owner(s) of the Equity Shares of the Company as on February 05, 2018, by way of a Tender Offer for cash at a price of Rs 2,000 per Equity Share for an aggregate amount up to Rs 2,580 million excluding transaction cost(s), pursuant to shareholders approval dated January 23, 2018. The Buyback size was about 24.99% of the aggregate paid- up equity capital and free reserves of the Company as per the standalone financial statements of the company for the financial year ended March 31, 2018. In FY 2017-18, Company's Digital Services (DS) division focused on growing emerging clients into strategic client. The division invested heavily to increase its onshore consulting practice across the US, UK and Singapore as client requirements and solution complexity increases. In FY 2017-18, the company's Customer Operations business witnessed churn due to changes in client environment. The client value proposition was strengthened by leveraging emerging technologies and investment in Artificial Intelligence (AI) and Robotic Process Automation (RPA). The onshore delivery center in United States went live in FY 2017-18. Customer Operations also expanded geographically in Canada. During the year under review, the company launched nine new products viz. Roboworx, DocIntel, Billing Manager, Loans Manager, Compliance Manager, Confirmation Lifecycle Manager, eCube, Fleet Star and eVigilPro. In 2017-18, eClerx Services was able to successfully industrialise its Research and Development in Artificial Intelligence. The company improved its capabilities in Competitive Intelligence through more exhaustive utilisation of unstructured competitor data, significantly reduced operating costs in customer data review processes for Financial Markets and applied chatbot technology to various customer support functions - from training to customer interactions. During the year under review, eClerx Services invested in upskilling and reskilling its technology teams on critical areas such as digital, data science, security, and artificial intelligence. The Company had 8 subsidiaries including step down subsidiaries and 1 associate company as on March 31, 2020. The Company's Wholly Owned Subsidiary, eClerx Investments (UK) Limited had incorporated a 100% subsidiary in form of a private limited company at Netherlands, Europe in the name of eClerx B.V. on May 6, 2020. The Company had 15 subsidiaries including step down subsidiaries and 1 associate company as on March 31, 2021. During the year 2021, eClerx LLC, USA, a Wholly Owned Subsidiary of the Company entered into a Share Purchase Agreement to acquire share/membership interest of Eclipse Global Holdings LLC (dba Personiv), a Delaware Limited Liability Company headquartered in Austin, Texas, USA, along with all of its subsidiaries. Consequently, Eclipse Global Holdings LLC, USA, Personiv Contact Centres LLC, Delaware, ASEC Group LLC, Delaware, AGR Operations (Manila) Inc, AG Resources (India) Private Limited and Personiv Contact Centres India Private Limited became subsidiaries of the Company effective from December 23, 2020. The Company had 16 subsidiaries including step down subsidiaries and 1 associate company as on March 31, 2022. During the year 2022, the Company's Wholly Owned Subsidiary, eClerx Investments (UK) Limited setup of a 100% Subsidiary at Australia in the name of eClerx Pty Limited on January 13, 2022. In 2023, the Digital clients prioritized their direct channels. The Company saw very good traction for services around Field Tech Operations and Customer experience. Additionally, the Company gained new clients in the pharmaceutical, streaming, and telecom industries to maintain a strong and diverse portfolio. The domain-specific applications helped to provide differentiated services to clients, strengthening their position as a specialized service provider. While Robotic Process Automation and AI/ML based automation increased usage of on low-code/ no-code platforms in delivering solutions. In 2022-23, launching a major initiative on Generative AI, the Company has developed an orchestration platform that brings together the capabilities of various Generative AI models into a single framework. At the end of March 2023, the Company's offshore facilities had a total capacity of around 11,500 seats across India and Philippines. The Company on-boarded Oracle's HRMS platform - a massive global change management exercise involving new HR Technology and transformation in areas of recruitment, leave and attendance, learning, skill repository, HR AI and Analytics, chatbot, surveys, R&R and communities integration, etc. It leveraged people analytics to re-imagine their careers program by emphasizing on cultivating domain expertise across prioritized industry horizontals.

eClerx Services Ltd Directors Reports

<dhhead>DIRECTORS’ REPORT </dhhead>

Dear Members,

Your Directors are pleased to present their 23^rd Annual Report along with the audited annual accounts for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

The key aspects of the Company’s financial performance for the year ended March 31, 2023 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 FY2023 till the date of this Report, which would affect the financial position of the Company.

3. GENERAL RESERVE

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

4. RETURN OF SURPLUS FUNDS TO SHAREHOLDERS

– DIVIDEND

Based on the overall Company’s performance, the Directors are pleased to recommend a dividend of Re. 1/- (10%) per share. The total quantum of dividend payout, if approved by the Members, will be about Rs. 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 Friday, September 1, 2023 to Thursday, September 14, 2023 (both days inclusive) for the purpose of ascertaining entitlement for the said dividend. The 23^rd Annual General Meeting of the Company is scheduled to be held on Thursday, September 14, 2023.

The dividend declared and/or paid by the Company for FY2023 is in compliance with the Dividend Distribution Policy.

– BUYBACK

During the year, the Board of Directors vide their meeting dated November 10, 2022 approved, subject to shareholders’ approval, buyback of equity shares of the Company for an aggregate amount not exceeding Rs. 3,000 million at maximum buyback price not exceeding Rs. 1,900/- per equity share 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 December 14, 2022 and the Company concluded the said buyback of 1,714,285 equity shares of Rs. 10 each at the buyback price of Rs. 1,750/- per share, as approved by the Buy Back Committee at its meeting dated December 15, 2022. The Buy Back opened on February 3, 2023 and closed on February 16, 2023. The settlement date for the said buyback was February 24, 2023. 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/.

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 16 (Sixteen) subsidiaries including step down subsidiaries, and 1 (One) associate company as on March 31, 2023.

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.

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.

During FY2023, pursuant to an ordinary resolution passed by the shareholders through postal ballot on September 11, 2022, the Authorised Share Capital was increased from Rs. 50,01,00,000/- (Rupees Fifty Crore One Lakh Only) divided into 5,00,10,000 (Five Crore Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 100,00,00,000/- (Rupees One Hundred Crore Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each by addition of 4,99,90,000 (Four Crore Ninety-Nine Lakhs Ninety Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only), ranking pari-passu in all respect with the existing Equity Shares of the Company.

Paid-up Share Capital

* Pursuant to an ordinary resolution passed by the Shareholders through postal ballot on September 11, 2022, the Stakeholders Relationship Committee on September 23, 2022 allotted 1,69,13,215 fully paid_up Bonus equity shares of Rs. 10/_ (Rupees Ten Only) each in the proportion of 1 (one) new equity share for every existing 2 (two) equity shares to the eligible existing shareholders of the Company.

# The Company has completed buy back of 1,714,285 (One Million Seven Hundred and Fourteen Thousand Two Hundred and Eighty-Five) fully paid-up equity shares of face value of Rs. 10 (Rupees Ten) each ("Equity Shares"), on a proportionate basis from all eligible shareholders of the Company, through the Tender Offer route for cash at a buy back price of Rs. 1,750 (Rupees One Thousand Seven Hundred and Fifty only) per Equity Share.

11. STATUTORY AUDITORS

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Mumbai, [ICAI Registration No. 101049W/E300004], the Statutory Auditors of the Company, were appointed by the shareholders at their meeting held on August 29, 2019 for a period of 5 (Five) years i.e. upto conclusion 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 FY2023. 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, 2023. 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, 2023, is hosted on the website of the Company at https://eclerx.com/investorrelations/ corporate-governance/.

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

The Board of Directors on basis of recommendation of Nomination and Remuneration Committee, appointed Mr. Naval Bir Kumar (DIN: 00580259) and Mr. Naresh Chand Gupta (DIN: 00172311) as Additional (Non-Executive Independent) Directors of the Company with effect from August 9, 2022. The shareholders of the Company at the 22^nd Annual General Meeting held on September 21, 2022 also approved their appointment as Non-Executive Independent Directors of the Company for a tenure of 5 (five) consecutive years commencing from August 9, 2022 to August 8, 2027.

The Board of Directors on basis of recommendation of Nomination and Remuneration Committee, approved appointment of below mentioned Directors subject to the approval of shareholders. The Company has circulated the postal ballot notice for seeking such approval.

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 consecutive years effective from May 25, 2023 till May 24, 2028, subject to approval of the Central Government. ii) appointment of Ms. Bala C Deshpande (DIN: 00020130) as an Independent Director of the Company for a period of 5 consecutive years effective from May 25, 2023 till May 24, 2028. In the opinion of the Board, Ms. Bala possess requisite integrity, expertise, experience and proficiency.

– Resignations and 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.

Mr. Alok Goyal (DIN: 05255419) ceased to be Non-Executive Independent Director of the Company with effect from close of business hours on August 9, 2022.

Mrs. Roshini Bakshi (DIN: 01832163) who was appointed as an Additional (Non-Executive Independent) Director of the Company with effect from August 9, 2022 ceased to be on Board with effect from September 9, 2022.

The Directors place on record their appreciation for the valuable contribution and support provided by Mr. Goyal and Mrs. Bakshi, 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 or impact 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 expert 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 24, 2022. 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/investor-relations/ corporate-governance/.

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 Non–Executive Independent Directors of the Company containing the requisite familiarization details has been hosted on the Company’s website at https://eclerx.com/investor-relations/ corporate-governance/.

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 FY2023, 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, 2023 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 FY2023, 5 (Five) Board Meetings were held details of which, along with particulars of attendance of the Directors at each of the Board Meetings are given in the Corporate Governance Report of the Company, which forms a part of this report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

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

23. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Biren Gabhawala, Mr. Anish Ghoshal, Ms. Deepa Kapoor, Mr. Naval Bir Kumar and Mr. PD Mundhra. The majority of the Members are Independent Directors and Mr. Biren Gabhawala, Independent Director is the Chairperson of the Committee.

Mr. Naval Bir Kumar was appointed as a Member of the Audit Committee with effect from August 15, 2022.

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 FY2023 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/.

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/ investorrelations/corporate-governance/. The same is reviewed by the Audit Committee from time to time.

27. PARTICULARS OF LOAN, GUARANTEE 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, 2023, 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 FY2023, 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, 2023.

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, 2023, from subsidiaries, associate companies or firms/companies in which Directors are interested.

eClerx Services Ltd Company Background

eClerx Services Ltd Company Management

eClerx Services Ltd Listing Information

eClerx Services Ltd Finished Product