The Company is pleased to present its business and operations report for the year ended March 31, 2025.

1. Financial Highlights for the Year Ended March 31, 2025:

2. Business and Operations Review:

Total operating revenue was Rs. 10,247.96 Mn for the financial
year 2024-25, which increased by 6.21% over the previous
year’s Rs. 9,648.70 Mn. Total comprehensive income stood
at Rs. 947.47 Mn (9% of total income) against the previous
year’s Rs. 795.68 Mn (8% of total income). This signifies an
improvement in absolute and percentage terms.

The Company’s revenue from operations was more
geographically diversified this year, with the share from
India, the Middle East and Asia increasing to 36% from 34%
in the previous year. The Europe business contributed to

51% of the Company’s revenue from operations (vs. 54% in
the previous year), while the US contributes to 13% (vs. 12%
in the previous year). The proportion of on-site to offshore
revenue from operations stood at 65% to 35% compared
with 77% to 23% in the previous year.

During the year under review, new client acquisition
contributed 0.83% to the revenue from operations. The
repeat business from existing clients is 99.17% of the revenue
from operations compared to 94% in the previous year.

For the financial year 2024-25, the revenue from Group
clients was 34%, as compared to 34% in the previous

financial year. On the practice front, the Company saw
25% growth in Banking, followed by Insurance that grew by
27%, Retail & Consumer Goods by 51% and Card & Payment
by (1.64%).

As of March 31, 2025, the standalone entity's employee
strength was 3,817 (consolidated entity 3,948) compared
to 4,208 (consolidated entity 4,291) in the previous year.
Women employee strength reduced to 1,263 (31.99%) for the
consolidated entity from 1,381 (32.18%) in the previous year
and attrition stands at 24% from the previous year's 21.85%.

3. Capital Expenditure:

During the financial year 2024-25, the Company added
Rs.226.18 Mn to its gross block with capital expenditure,
which comprises Rs. 180.65 Mn on building and lease,
Rs. 16.52 Mn on technology infrastructure, Rs. 19.48 Mn
on physical infrastructure and the balance Rs. 9.53 Mn on
intangible asset addition.

4. Liquidity:

The Company continues to maintain comfortable cash
balances to meet its strategic objectives. The liquid assets
stood at Rs. 1,935.04 Mn at the end of the year against
Rs. 1,295.84 Mn in the previous year. The Company's cash
balance increased to Rs. 2053.29 Mn from previous year's
Rs. 1,325.30 Mn.

5. Share Capital:

At the end of the current financial year, the Company's
Paid-up Equity Share Capital stood at Rs. 155.20 Mn,
consisting of 1,55,19,739 fully paid-up equity shares of
Rs. 10/- each.

6. Net Worth:

As of March 31, 2025, the Company's net worth stood at
Rs. 5,621.39 Mn against Rs. 5,449.91 Mn at the end of the
previous financial year.

7. Dividend:

During the financial year 2024-25, the Company has
declared Interim Dividend of Rs. 50/- per equity share
(500% on face value of Rs. 10/- each) on February 06, 2025,
which was paid on February 27, 2025.

The Dividend Distribution Policy, in terms of
Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is available on the Company's website
at https://investors.expleo.com/wp-content/documents/
Dividend-Distribution-Policy-1.pdf

8. Transfer to Reserve:

Your Company does not propose to carry any amount to
reserves, during the financial year ending March 31, 2025.

9. Subsidiaries and Branches:

The Company operates internationally through five wholly
owned subsidiaries:

a) Expleo Solutions Pte. Ltd., Singapore

b) Expleo Solutions UK Ltd., UK

c) Expleo Solutions Inc., USA

d) Expleo Solutions LLC, Dubai

e) Expleo Solutions Arabia Limited, Saudi Arabia

During the period under review, your Company has
registered a Wholly Owned Subsidiary (“WOS") in the
name of Expleo Solutions Arabia Limited with Ministry
of Investment and Ministry of Commerce in Kingdom of
Saudi Arabia (KSA) on January 23, 2025 and March 12, 2025
respectively , to provide Information Technology Enabled
Services with the objective to address the requirements
of clients.

During the period under review, your Company closed its
existing subsidiary Company, Expleo Solutions FZE, UAE,
on March 24, 2025, due to its non-operation. All services
to the existing clients in the region will be provided by
Expleo Solutions LLC, Dubai, a wholly-owned subsidiary
of the Company.

The Company's Board of Directors reviewed the affairs
of the wholly owned subsidiaries for the financial year
2024-25. In accordance with Section 129(3) of the
Companies Act, 2013, the Company has prepared its
consolidated financial statements, which form a part
of this Annual Report. A separate section on the salient
features, performance and financial position of each of
the Subsidiaries can be found in Annexure-I. It includes
their contribution to the overall performance of the
Company.

During the period under report, as per Section 129(3) of the
Companies Act, 2013, read with Rule 5 and Rule 8(1) of the
Companies (Accounts) Rules, 2014, the Subsidiaries audited
annual financial statements and related information,
wherever applicable, will be made available to shareholders
upon request and will also be available for inspection
during regular business hours at the registered office of
the Company. The audited annual financial statements
shall also be available on the website of the Company. The
Company has branch offices in the Philippines, Belgium,
Israel and Malaysia globally and Pune, Bengaluru and a
Sales Office cum Delivery Centre in Mumbai and a Training
Centre in Coimbatore.

10. Annual Return:

The Annual Return in Form MGT-7 for the financial year
ended March 31, 2025, as prescribed under Section 92(3)

and Section 134(3)(a) of the Companies Act, 2013, read with
Rule 12 of Companies (Management and Administration)
Rules, 2014, as amended, is disclosed on the website of the
Company https://investors.expleo.com/financial under
AGM and Annual Report section.

11. Number of Meetings of the Board:

The Board met six times during the financial year ended
March 31, 2025. The said meetings were held on May 23,
2024, June 14, 2024, August 1, 2024, November 14, 2024,
February 6, 2025, and February 24, 2025.

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

12. Corporate Governance and Management
Discussion and Analysis Report:

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

13. Business Responsibility and Sustainability Report:

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

14. Declaration Given by Independent Directors:

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

15. Policy on Directors’ Appointment and
Remuneration:

The Company has a policy in place on Directors’
appointment and remuneration, including criteria
for determining qualification, positive attributes,
independence of a Director and other matters as required
under Section 178(3) of the Companies Act, 2013, and
Regulation 19 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, as amended. There has
been no change in this policy sincethe last financial year.
The Corporate Governance Report covers the details
disclosed on the Company website: https://investors.
expleo.com/wp-content/documents/Policy-on-
Remuneration-of-Directors-KMPs-SMPs.pdf

16. Particulars of Loans, Guarantees, or Investments:

The Company has not given any loan to any person,
given any guarantee, or provided security to any other
body, corporate, or person in connection with a loan.
Company has registered a Wholly Owned Subsidiary
(“WOS”) in the name of Expleo Solutions Arabia Limited
with Ministry of Investment and Ministry of Commerce
in Kingdom of Saudi Arabia (KSA) on January 23, 2025,
and March 12, 2025, respectively. to provide Information
Technology Enabled Services with the objective to
address the requirements of clients. The Company
has the following investments in its wholly owned
subsidiaries as specified under Section 186 of the
Companies Act, 2013:

**Expleo Solutions Arabia Limited with Ministry
of Investment and Ministry of Commerce on
January 23, 2025, and March 12, 2025, respectively.
The Company is in the process of completing the
regulatory formalities to transfer the initial capital and
commence the operations.

17. Particulars of Contracts or Arrangements with
Related Parties:

During 2024-25, all the contracts and arrangements
entered by the Company with related parties were
on arm’s - length basis and in the ordinary course of
business. The total value of all the transactions with
M/s. Expleo Group and its subsidiaries are above the
threshold limit of 10% of the last audited consolidated
turnover of the Company. These transactions have been
classified as “Material Related Party Transactions” as per
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended. However, the aforesaid
transactions fall within limits approved by the
shareholders in the Annual General Meeting held on
August 29, 2024. There are no materially-significant
Related Party Transactions made by the Company
with Directors, Key Management Personnel, Senior
Management personnel, or other designated persons,
which may have a potential conflict with the Company’s
interests at large. All Related Party Transactions are
placed before the Audit Committee and the Board of
Directors for their prior approval.

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

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

18. Material Changes and Commitments, if any,
Affecting the Financial Position of the Company:

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

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

In accordance with the applicable provisions of the
Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016,
(the Rules), all unpaid or unclaimed dividends are
required to be transferred by the Company to the
IEPF established by the Government of India after the
completion of seven years. Further, according to the
Rules, the shares on which a dividend has not been paid
or claimed by the shareholders for seven consecutive
years or more shall also be transferred to the Demat
account of the IEPF Authority. During the financial year
2024-25, an amount of Rs. 3,88,240/-, which was lying
in the Final Dividend account pertaining to the year

2016- 17, and an amount of Rs. 1,23,3632/- lying in the
Interim Dividend account pertaining to the year

2017- 18 of the Company was transferred to the IEPF on
completion of seven years. Pursuant to provisions of
Rule (6) of the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended from time to time, wherein
the seven-year period provided under subsection (5)
of Section 124 is completed for unpaid/unclaimed
dividends during 2024-25, the Company had transferred
405 shares pertaining to Unpaid Final Dividend -
2016-17 and 979 shares pertaining to Unpaid Interim
Dividend - 2017-18 to the credit of IEPF Authority, in
respect of shareholders who have not claimed their
dividend for a consecutive period of seven years.
Members who have so far not encashed their dividend
warrant(s) or those yet to claim their dividend amounts
may write to the Company Secretary & Compliance
Officer / Company’s Registrar and Share Transfer Agent
(Cameo Corporate Services Limited). The details of
shareholders whose shares were transferred to the IEPF
Authority are available on https://investors.expleo.com/
corporate-governance/ - Transferred to IEPF.

20. Conservation of Energy, Research, and
Development, Technology Absorption, Foreign
Exchange Earnings, and Outgo:

(A) Conservation of Energy:

(i) The Company has always supported and implemented
environment friendly and sustainable green solutions
in our daily operations at pan India locations. We
have taken steps to save energy by using energy
generated from alternative sources such as grid
powered wind turbines, USFF based computers,
installing motion sensor LED lighting, VRF based
air-conditioning, retrofit VFD panels for chillers, AMC,
preventive maintenance, monitoring operations of

ACs, lights, appliances during peak / non peak hours,
installation of latest equipment, AC chiller units and
optimisation of space to increase efficiency and
reduce running costs etc. We have also taken steps
to save water by use of treated water for washrooms,
landscaping, motion sensor taps, waterless urinals etc.
We create awareness and educate employees about
energy conservation practices and encourage them to
participate actively in energy saving initiatives. We do
celebrate World Environment Day, Safety Week and
Earth Hour. This has significantly helped us reduce
our energy and water consumption.

(ii) We continue to work on measuring, monitoring and
reducing the carbon footprint generated by our
equipment and vehicles. We plan to shift / convert
to electric vehicles once proper infrastructure /
ecosystem is in place. The focus would be to reduce
carbon footprint to achieve net zero.

(iii) Capital investment on Energy Conservation
Equipment: 5.75% of total asset addition during the
year 2024-25.

(B) Research & Development and Technology
Absorption:

(i) Easy Connections: Easy Connections is a connector
platform to pull the metadata about data and
analytics assets from an organisation’s data estate
and bring to data governance platforms like Collibra.
Our connectors offer more extensive metadata and
details to copy which enhances the value of the data
governance platforms. These connectors are offered
as service along with implementation for data
governance platform Collibra. We have developed
connectors to Dataiku for capturing the details of
the data and analytics/AI/ML use cases in Dataiku to
Collibra.

(ii) Expleo.ai: Expleo.ai is a platform built as a centralised
data analytics and AI hub organisation based on
best practices of data analytics and AI. This is based
on the VM and Databricks based infrastructure for
ML development and productionising. The platform
also has multiple ready to use industry specific
analytics, ML, AI and Gen-AI use cases that can help
accelerate solutioning and implementation.

(iii) CII Top 20 Most Innovative Company, 2024 Award:

Expleo was awarded as “Top 20 Innovative Company”
in India at CII Industrial Innovation Awards 2024.
This award is a testament to Expleo’s focused and
effective innovation programmes like BrightMinds,
I-Square, Innovation Jam and Global Hackathons.
Expleo’s focus on Impactful Innovation has helped

generate significant valuable innovations across
industries, and this award honours the efforts for the
same.

(iv) Sophia: Expleo Sophia is a game changer. When
a requirement is inputted into Sophia either in
Agile or traditional waterfall, Sophia will verify and
validate the requirement and generates the manual/
functional test cases. Sophia saves cost, time and
effort that would otherwise be spent on designing
manual test cases. It’s a comprehensive solution
that uses GenAI and revolutionises the entire testing
process, starting with requirements engineering,
creation of manual test cases and Gherkin format. It
is a shift left approach of scrutinising requirements
for syntax, semantics, ambiguity, duplicates, and
contradictions, ensuring nothing slips through
the cracks. These test cases are then ready to be
leveraged for automation scripts, making the
development process smoother and faster if the
glue code is available.

(v) Teresa: Teresa is an AI automation tool that helps to
automate web, mobile and API which accelerates
delivery and quality.

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

(C) Foreign Exchange Earnings and Outgo:

Foreign exchange earned during the year in terms
of actual inflows was Rs. 10,029.56 Mn (previous year
Rs. 8,793.96 Mn) whereas foreign exchange outgo during
the year in terms of actual outflows was Rs. 4,430.62 Mn
(previous year Rs. 3,052.45 Mn).

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

21. Risk Management:

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

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

• Risk Management framework which comprises:

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

b) Ensuring appropriate ownership and
accountability of risks.

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

• Establishing a programme structure that engages
functional leaders across to identify and prioritise
risks consistent with the risk tolerances.

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

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

The key categories of risks identified are:

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

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

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

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

• ISMS: Risks relating to IT security, cyber risks,
information security incidents, data protection and
BCP

• Reputational: Risk relating to the potential damage
to an organisation’s reputation, brand, or image,
resulting from actions, events, or decisions that
could negatively impact stakeholders’ perceptions
of the organisation.

Risk Management in Expleo includes identification,

assessing, monitoring and mitigating various risks

through a process that has comprehensively evolved

over the years.

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

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

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

• Quarterly internal audits by an independent firm.

• Regular process compliance audits for ISO 9001,
AS9100 and ISO 27001 standards, including SOC
audits.

• Periodic audits of compliance with other regulatory
frame works.

• Monitoring and tracking of compliance of applicable
laws for Expleo using Compliance tool, which is
updated on real time basis with latest amendments.

• Annual capital and revenue budget planning
followed by monthly reviews.

• Annual sales planning with monthly/periodic
monitoring.

• Annual perspective and strategic planning exercise
with a yearly update.

• A conservative approach in planning funding
requirements.

Over the last few years, Expleo has developed
comprehensive internal financial control processes and
procedures that could effectively mitigate the overall
organisational risks.

22. Adequacy of Internal Financial Controls:

The Company has a proper and adequate internal
control system. This ensures that all transactions are
authorised, recorded, and reported correctly, and
assets are safeguarded and protected against loss from
unauthorised use or disposition. In addition, there are

operational controls and fraud risk controls, covering
the entire spectrum of Internal Financial Controls.

An extensive programme of internal audits and
management reviews supplement the process of
the Internal Financial Control framework. Properly
documented policies, guidelines, and procedures have
been laid down for this purpose. The Internal Financial
Control framework has been designed to ensure that
the financial and other records are reliable for preparing
financial and other statements and maintaining asset
accountability. In addition, the Company has identified
and documented the risks and controls for each process
that is linked to financial operations and reporting.

The Company also has an Audit Committee, comprising
three Directors, who interact with statutory auditors,
internal auditors, and management to deal with matters
within its terms of reference. This Committee primarily
deals with issues of accounting, financial reporting,
and internal control. The framework for the Internal
Financial Controls was made by:

• Defining controls, governance, and standards,
including policies and procedures, organisational
structures, and performance objectives.

• Establishing control designs including roles and
responsibilities, risk identification and capacity to
deliver business objectives.

• Evolving controls including control systems and
improvements.

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

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

23. Corporate Social Responsibility:

Expleo’s Corporate Social Responsibility (CSR) vision
exemplifies a profound commitment to tackling the
pressing social issues of our times. This vision is not just
a statement of intent but a reflection of the Company’s

core principles and values, which are deeply embedded
in its culture and operational ethos.

At the heart of Expleo’s CSR initiatives is the promotion
of education for those who are differently-abled and
underprivileged. This noble endeavour ensures that
the benefits of education reach the farthest corners
of society, uplifting those who are often left behind.
Furthermore, the Company’s dedication to protecting
the environment is a testament to its recognition of the
planet’s fragility and the urgent need to preserve it for
future generations.

This sustained effort by Expleo is a shining example
of how a company can effectively integrate its
business objectives with societal needs. By doing so,
Expleo not only enhances its corporate image but
also sets a benchmark for others in the industry.
The Company’s actions speak louder than words,
showcasing a clear trajectory towards a more equitable
and sustainable future. It is through such dedicated
CSR initiatives that companies like Expleo can leave a
lasting impact on society, paving the way for a legacy
that transcends the bottom line.

Key highlights of the CSR activities undertaken by
Expleo:

Education

a) Vidya Sagar - Education for Differently-abled

Children

i. Expleo has contributed towards supporting special
education through Vidya Sagar, a high school which
works with children with disabilities, of school
going age 15 years and above. They conduct classes
as per the guidelines in their Standard Operating
Procedure and ensure to adhere to the
government guidelines for schools in general.
The Company contributed towards the salary
of therapist and special education trainer to the
high school students of Vidya Sagar. The therapist
was responsible for physiotherapy, speech,
alternative and augmentative communication
training, occupation therapy, procurement and
optimal utilisation of furniture, mobility and
orthotic aids. Additionally, the students were also
imparted with functional and life skills enabling
them to explore vocations.

ii. The Company has supported Vidya Sagar’s Care
givers Training Programme. This programme
aims at creating a cadre of motivated and
energetic support workers/ caregivers / personal
attendants as they are absolutely essential and

an integral part of creating support systems
in the community. The Care giver training is
in partnership with TNASDCH, the Tamil Nadu
Apex Skill Development Centre for Healthcare.
TNASDCH will be conducting the examination
and giving the certificate. A Govt of India certified
course certainly is coveted. The course also offers
residential arrangements with boarding and
lodging to at least five trainees.

iii. The Company has sponsored a school van last
year and this year has sponsored the purchase
and installation of a hydraulic lift. The school van
is equipped with hydraulic lift, secure seating, and
has trained staff to assist children with various
needs during transportation. The installation
of this lift will significantly improve the safety,
comfort, and accessibility for the students who
use wheelchairs or have limited mobility.

iv. The Company has also supported the Building
Maintenance Project to ensure the structural
integrity and safety of the building, update and
repair accessibility features to maintain inclusivity
and present a welcoming, safe, and functional
environment for persons with disabilities.

b) Rotary Club - Smart Boards for Government

Schools

i. Expleo in collaboration with Rotary Club of
Taramani (NGO), has sponsored and installed
ten state-of-the-art Smart Boards at Lady
Willington High School, Triplicane (government
school in Chennai).

ii. The integration of Smart Boards into
educational settings marks a significant
advancement in the way students engage with
content and participate in the learning process.
These interactive boards serve as a dynamic
tool, allowing for a more hands-on approach
to education. They can display a wide range
of multimedia resources, facilitate real-time
collaboration, and offer immediate access to a
wealth of online information.

iii. By incorporating Smart Boards, educators are
able to cater to various learning styles, ensuring
that each student can benefit from lessons that
are visually rich and kinaesthetically engaging.
The initiative to equip government schools with
this technology is a commendable step towards
reducing the digital divide and enhancing the
educational experience for a large number

of students, fostering an environment where
technology and learning go hand in hand.

iv. With this smart initiative, we are delighted to
inform that we have ignited the digital journey
of 1000 government school students.

c) Diya Ghar - Education for the Children of Migrant

Labourers

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

ii. Expleo has supported Diya Ghar’s “community-
based model” programme wherein new
portable and prefabricated community centres
are established to provide education for the
children of migrant labourers.

iii. The project included identification and training
community teachers, conducting classes using
Montessori method, preparing students and
their families to get them enrolled in Primary
Schools.

d) Swadha Foundation

i. Expleo has partnered with Swadha Foundation,
a 12-year-old NGO based in Bengaluru, enabling
rural students of class eleven to continue
education up to degree level and teaching
them skills to make them employable.

ii. Expleo has sponsored 40 students around
Tumkuru in Karnataka. The aims of this project
are:

• To educate and empower rural girls and boys
who have finished class ten and want to
break free from generational backwardness
by educating themselves further. Many of
these students would be first generation
graduates from poor families, residing in
villages or tier 2 / 3 towns.

• By sowing the seeds of empowerment
through education, Expleo would have
invested in 40 success stories. Thus, creating
a pilot for empowering women early that
could be replicated across states and across
countries.

e) Agastya - Education for the Underprivileged

Over the years, Expleo has been supporting Agastya
(Science Centre and Mobile Science Lab) in two
schools in Chennai, two schools in Mumbai and one
school in Bengaluru.

i. Mobile Science Lab (Lab on Bike):

• The programme objective was to help catalyse
local schools and educators and improve the
quality of education for rural/municipal school
children and teachers.

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

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

ii. Integrated Science Lab :

• The Company sponsored the “Integrated
Mobile Science Lab” project, which provided
students exposure to design thinking,
resulting in them building innovative projects
for themselves, their schools and their
communities as well as Science concepts
from their syllabus.

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

f) Siruthuli - Post Graduate Programme for the
Underprivileged

• The Company is implementing a CSR initiative
on skill development in partnership with
the NGO Siruthuli, (partners with SmartCliff
Learning Solutions, Coimbatore), Through
this programme the Company sponsored 43
students from economically disadvantaged
backgrounds for MCA and ME programmes.
Apart from the PG programme, the students
will be equipped with industry-ready skills,
ensuring they become confident professionals.

students and staff members, thereby improving
their travel planned for various educational and
extracurricular activities.

• This also results in better participation of the
students in school programmes, field trips,
sporting games and community events where
they can leverage usage of Eeco van whenever
needed.

Environment

i) Contribution to Siruthuli, NGO

• Rapid urbanisation has led to the depletion
of forest cover. Coimbatore, which was once a
place known for its salubrious climate and green
cover, underwent a major transition with all the
trees along major transit roads being axed. Over
the years, the locals can feel the change in the
climate and reduction in water availability.

• Expleo, in partnership with NGO Siruthuli,
has planted 2200 trees in the reserve site at
Theethipalayam Panchayat at Coimbatore last
year. This year we have supported the NGO for
the maintenance of the trees and plants.

RESEARCH & DEVELOPMENT

j) Contribution to Indian Institute of Technology

(IIT) Chennai

• The company is supporting IIT Chennai’s
Intrusion Monitoring of Gas Pipelines for
Sustainable Smart Cities project. This project
is a study on intrusion monitoring as well as
leak detection in urban gas pipelines using a
distributed fibre sensing system as part of a
CSR initiative.

• Social benefits: In the event of construction
activity near the pipeline, the fibre optic system
will detect the accurate location of digging and
raise an alarm so that any damage to the pipeline
infrastructure can be averted. The system will
detect the presence of heavy equipment in the
immediate vicinity of the pipeline even before
digging commences, thus increasing the ability
of the pipeline operator to prevent any pipeline

damage. This, in turn, will ensure safe and secure
supply of gas to individual households thereby
paving the way for sustainable smart cities.

24. Composition and Recommendation of the

Audit Committee:

The Audit Committee of the Company has been
constituted in line with Section 177 of the Companies
Act, 2013, read with Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The members of the Audit Committee as on
March 31, 2025, are:

1) Mr. Narayanan Subramaniam, Chairperson

2) Dr. Varadharajan Sridhar, Member

3) Dr. Srivardhini Keshavamurthy Jha, Member

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

25. Vigil Mechanism:

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

26. Directors' Responsibility Statement as Required

under Section 134(5) of the Companies Act, 2013:

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

a) For the preparation of the annual Financial
Statements, the applicable accounting standards
were followed, accompanied by a proper
explanation relating to material departures.

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

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

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

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

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

27. Board Evaluation:

Under the provisions of the Companies Act, 2013,
and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, the
Board of Directors of the Company, in their meeting
held on May 22, 2025, evaluated its performance, that
of its Committees and Individual Directors, including
Independent Directors. No Director participated in
his/her evaluation. The Independent Directors reviewed
the Non-Independent Directors, Chairperson, and the
Board at a separate meeting of Independent Directors
held on March 19, 2025. The Board of Directors was
evaluated on various criteria, including attendance,
participation in Board meetings, involvement by
providing advice, guidance, suggestions on the business
front and the willingness and commitment to devote
the time necessary to fulfil his/her duties.

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

28. Criteria for Making Payment to Non-Executive

Directors:

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

• Company performance.

• Maintaining independence and adhering to
Corporate Governance laws.

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

• Active participation in strategic decision-making

and informal interaction with the management.

29. Familiarisation Programme:

The Company has a familiarisationprogrammefor
Independent Directors under Regulation 25(7) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended. It aims to provide
Independent Directors Company insight to enable
understanding of the business in depth and contribute
significantly to the Company. Overview and details of
the programme for Independent Directors have been
updated on https://investors.expleo.com/corporate-
governance/.

30. Policy for Determining Material Subsidiaries:

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

31. Particulars of Employees:

The Company is required to give disclosures relating
to remuneration under Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
which is annexed as Annexure-IV and forms an integral
part of this Report.

The statement containing top ten employees on roll
and particulars of employees employed throughout the
year whose remuneration is more than Rs. 102 lakhs or
more per annum and employees employed part-time
and in receipt of remuneration of Rs. 8.5 lakhs or more
per month as required under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules 2014, forms an integral part of this
Report.

However, the same is not being sent along with this
Annual Report to the members of the Company in line
with the provision of Section 136 of the Act. Members
interested in obtaining these particulars may write to
the Company Secretary at the Registered Office of the
Company. The aforesaid annexure is also available for
inspection by the Members at the Registered Office of
the Company, 21 days before and up to the date of the
ensuing AGM during business hours on working days.

32. Directors and Key Management Personnel:

Pursuant to the provisions of Section 152(6) Act of
Companies Act, 2023 and the Company’s Articles of

Association, Mr. Rajesh Krishnamurthy (DIN: 08288884),
retires by rotation and being eligible, offers himself for
re-appointment. A resolution seeking shareholder
approval for his reappointment forms part of the Notice
of Annual General Meeting.

During the financial year, Mr. Narayanan Subramaniam -
(DIN: 00166621), Dr. Srivardhini Keshavamurthy Jha
(DIN: 06373409) and Dr. Varadharajan Sridhar -
(DIN: 00082156) were appointed as Independent Directors
(Non-Executive) of the Company, for a period of 5 (five)
years with effect from April 01, 2024, and shall hold
office up to March 31, 2029, and Ms. Shalini Kalsi Kamath
(DIN: 06993314) as Independent Director (Non-Executive)
of the Company with effect from June 14, 2024, and shall
hold office up to June 13, 2029, (term of 5 years), not liable
to retire by rotation.

During the financial year, Mr. Balaji Viswanathan,
(DIN: 06771242), Managing Director & CEO
(Key Managerial Personnel), expressing his desire not to
seek re-appointment at the end of his term on August 31,
2024, has resigned from the Board of the Company with
effect from closing business hours from August 31, 2024.
The Board placed on record its sincere appreciation for
the contribution made by him to the Company during
his entire tenure with Expleo.

The Board of Directors at its meeting held on
August 1, 2024, and based on the recommendation of
Nomination and Remuneration Committee of the Company,
approved the appointment of Mr. Phani Tangirala, holding
DIN: 01871595, as the Managing Director & Chief Executive
Officer (Key Managerial Personnel) of the Company, for
a period of 3 (three) years, with effect from August 1,
2024, to July 31, 2027. The members of the Company
approved the appointment of Mr. Phani Tangirala, holding
DIN: 01871595, as the Managing Director & Chief Executive
Officer (Key Managerial Personnel) of the Company, for a
period of 3 (three) years, with effect from August 1, 2024,
to July 31, 2027, on August 29, 2024.

Consequent to her completion of second term of 5(five)
years, Ms. Lilian Jessie Paul (DIN: 02864506), ceased
to be an Independent Director of the Company as on
October 29, 2024. The Board placed on record its sincere
appreciation of the contribution made by her for the
growth and development of the Company over the years.

33. Public Deposits:

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

34. Statutory Auditors:

M/s. Deloitte Haskins & Sells, Chartered Accountants,
are the Statutory Auditors of the Company. They were

appointed in the 26^th Annual General Meeting and will
hold office till the conclusion of the 31^st Annual General
Meeting of the Company.

The report issued by the Auditors to the members for the
financial year ended March 31,2025, does not contain any
qualification, reservation or adverse remark, or disclaimer.
Auditors reported no frauds under sub-section (12) of
Section 143.

35. Maintenance of Cost Records:

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

36. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act,
2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company appointed M/s. M. Alagar & Associates
(practising Company Secretaries, COP No.8196) as
the Secretarial Auditor of the Company in the Board
Meeting held on February 06, 2025, with effect from
April 1, 2025, for a period of 5 (five) years. The Secretarial
Audit Report issued by M/s. M. Alagar & Associates is
annexed and forms a part of this Report in Annexure-V.
The Secretarial Audit Report does not contain any
reservation or adverse remark for the year under review.
Further, the Company complies with the mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) and notified by the Ministry of
Corporate Affairs (MCA).

37. Significant and Material Orders Passed by the
Regulators, Courts, or Tribunals:

There are no significant and material orders passed by
the regulators or courts or tribunals that may impact
the Company as a going concern and/or Company’s
operations.

38. Human Potential:

The Company emphasises the importance of helping
its people achieve their maximum potential in all
aspects of their functioning. The Company maintains
a strong learning culture and provides a wide range
of opportunities for employees to learn, develop, and
progress in their careers.

Great Place to Work (GPTW):

The Great Place to Work survey (called the ‘Trust
Index’) is one of the most widely used employee
surveys in the world which acts as a trusted third party,
providing proven methodology and best practice to
help companies create realistic plans to improve their
workplaces.

Overall, the survey results enabled us to have a more
accurate picture of how our employees feel about
working in the Company by providing us with detailed
information as to their opinion about our performance,
culture, relationships, how we go about our work and
where we are headed, thus helping us to explore areas of
opportunity to set Expleo on the path towards creating
an organisational culture where we drive excellence
with empathy.

Key Highlights of 2024 Survey Results:

• GPTW score for2024 is 72% with 93% participation
rate.

• 91% of employees believe that Expleo is a
physically safe place to work.

• 80% of employees believe that Expleo treats all
employees fairly, regardless of gender.

• 78% of employees are proud to tell others that
they work with Expleo.

• Expleo India and Expleo UAE are certified as
Great Place to Work organisations for Nov 2024
- Nov 2025.

Strategic L&LD (Learning & Leadership Development):

Our primary responsibilities are to develop workforce
capabilities, skills, and competencies the organisation
needs to align with key business priorities.

The Strategic L&LD role spans across the following
key areas:

Talent Attraction and Retention:

Developing workforce capabilities aligned with business
priorities by offering career paths and professional
development opportunities.

Developing People Capabilities:

Focused on future leaders through structured leadership
development programmes at various levels.

Motivating and Engaging Employees:

Conducting initiatives to foster motivation, engagement,
and recognition of learning accomplishments.

Driving Culture of Continuous Learning:

Promoting a learning mindset through upskilling and
reskilling initiatives supported by platforms such as
Coursera, Udemy, LinkedIn Learning, etc.

Employer Brand Creation:

Enhancing Expleo’s brand as an employer of choice by
investing in employee development, reinforcing values
and building workplace behaviour.

Mandatory Trainings:

Ensuring all employees meet compliance through
global onboarding and mandatory training programmes
such as Information Security, Anti-Bribery &
Anti-Corruption, and Data Protection.

We also cover POSH and QMS.

All L&D initiatives, programmes, and interventions
are closely aligned with the strategic spans outlined
above. These initiatives are purposefully designed to
support Expleo’s vision, business goals, and long-term
sustainability through a competent and future-ready
workforce.

Strategic Learning & Leadership Development at
Expleo

At Expleo, Learning & Leadership Development
(L&LD) plays a vital strategic role in aligning workforce
capabilities with the organisation’s long-term vision
and business goals. Through focused L&D initiatives,
we empower employees to adapt, grow, and excel in a
dynamic business environment.

Strategic Pillars of L&D

Our L&D strategy is built around five core focus areas:

1. Talent Attraction & Retention

2. Developing People Capabilities

3. Motivating and Engaging Employees

4. Driving Culture of Continuous Learning

5. Employer Brand Creation

1. Talent Attraction and Retention

We are committed to investing in our employees'
professional development and providing them with
structured career growth paths. This helps them stay
agile and competitive amid evolving job roles and
project needs.

Key Initiatives:

• Graduate Training Programme (HTD - Hire,
Train, Deploy)

• Certification Reimbursement Policy

• Individual Development Plan (IDP)

• Trainer Incentive Programme (TIP)

• Self-Learning Enablement

• Expert Connect Sessions

• Role-Based Learning Journeys

• Training Retention Agreement (HIPOTS)

2. Developing People Capabilities

To develop future leaders, we offer leadership
programmes tailored to different career stages and
management levels.

Leadership Development Programmes:

• First Time Manager (FTM)

• Leadership Enhancement Action Programme
(LEAP)

• Leadership Excellence Programme (LEP) by
Dale Carnegie

• Accelerated Leadership Programme (ALP) with
IIM, Indore

• Executive Coaching Programme

3. Motivating and Engaging Employees

We strive to create an environment that encourages
continuous learning and celebrates achievement.

Engagement & Recognition Initiatives:

• NJOP (New Joiner Orientation Programme)

• Technical & Domain Upskilling

• Training for On-site Employees

• TGIF (Thank God It's Friday)

• Reader's Loft

• Management Development Programme

• Digital Badges for Learning & Certification

4. Driving a Culture of Continuous Learning:

Expleo promotes lifelong learning through
curated resources, hands-on labs, and expert-led
knowledge-sharing.

Key Programmes:

• Access to Coursera, Udemy & LinkedIn Learning

• Remote-access Technology Lab for hands-on
learning

• Expert Connect Sessions

• Knowledge Sharing Sessions

• Learning Assessment Platforms (e.g., IKM)

5. Employer Brand Creation

Our continuous learning ecosystem positions Expleo
as an employer of choice. We cultivate an environment
that fosters capability development, cultural alignment,
and long-term career success.

Brand-enhancing Programmes:

• Diversity & Inclusion (D&I) Initiatives

• Leadership Development Programmes

• Digital Badges for Social Recognition of
Learning

Mandatory Training Framework

Expleo upholds the highest standards of compliance
and ethics through a well-defined mandatory training
ecosystem.

Framework Highlights:

• Global Onboarding Programme for all new hires

• Annual mandatory modules on:

° Information Security

° Data Protection
° Anti-Bribery & Anti-Corruption
° Competition Law

° POSH (Prevention of Sexual Harassment)

° QMS (Quality Management System)

2024-25 Completion Rate: 99%

Key Accomplishments (2024-2025)

Soft Skills

• CEP (Communication Excellence Programme):

Attained an impressive completion rate of 88%,
demonstrating a commitment to fostering
excellence in communication across all
organisational levels.

• Toast Masters: Achieved an 80% participation rate
among employees from all grades, promoting the
development of public speaking and leadership
skills in a supportive environment.

• IDP (Individual Development Programme):

Implemented a comprehensive programme
reaching employees across different grade
levels, with a remarkable 90% completion rate,
indicating strong commitment to individual
growth and development.

• Language Training (Speexx Platform):

Successfully facilitated language training in
multiple languages, with a 75% certification rate,
enhancing employees’ linguistic abilities and
enabling effective communication in diverse
settings.

• Cross Cultural Communication Skills: Achieved
90% participation in the programme, equipping
employees with the skills to navigate and
communicate effectively in multicultural
environments.

Leadership Development

• FTM (First Time Manager): Successfully
onboarded and trained a cohort of first-time
managers, equipping them with the necessary
skills and knowledge to excel in their new roles,
thus ensuring a smooth transition and effective
leadership within the organisation.

• LEAP (Leadership Enhancement Action
Programme): Implemented the LEAP initiative,
aimed at enhancing leadership capabilities
among managers. Through tailored training
and development interventions, participants
gained valuable insights and strategies to
drive organisational success through effective
leadership practices.

• LEP (Leadership Excellence Programme) by
Dale Carnegie: Partnered with Dale Carnegie to
deliver the Leadership Excellence Programme,
empowering Senior Managers to maximise
their potential and inspire high performance
within their teams. The programme emphasised
practical tools and techniques for effective
leadership in today’s dynamic business
environment.

• ALP (Accelerated Leadership Programme) by
IIM Indore: Collaborated with the prestigious
IIM Indore to offer the Accelerated Leadership
Programme, designed to accelerate the
development of high-potential leaders within

the organisation. Participants underwent
rigorous training and coaching to hone their
leadership skills and prepare them for senior
leadership roles.

• Lumina Spark - Assessment for Leaders:

Introduced the Lumina Spark assessment tool to
evaluate and enhance leadership effectiveness
within the organisation. By gaining insights into
individual strengths, preferences, and potential
blind spots, leaders were better equipped to
adapt their leadership styles and foster greater
collaboration and performance within their
teams.

Technical Skills
Focus areas include:

• AI/ML, Cloud (AWS, Azure, Google), Cybersecurity

• Industry 4.0, IIOT, Digital Twin, Smart
Manufacturing

• Programming (Java, Python), Data Analytics,
Automation

Domain Expertise

Training in platforms such as:

• Guidewire, FinAstra, Finacle

• Banking, Payments, Treasury, Insurance

• Airbus ME3s, TSYS, Motor domain
Testing & Tools

• Certified AI Tester (CTAI), ETL, Automation &
Agile Testing

• Tools: Selenium, BDA Cucumber, Dynatrace,
Playwright, TOSCA, Jira, SA Lean PLM

Process & Methodologies

• Agile / Scrum, SAFe, Kanban

• Project & Program Management (PMP, MSP)
Learning Metrics (2024-25)

Knowledge Sharing Highlights

⁰ Expert Connect Sessions: Successfully
published over 20 sessions, drawing an
attendance of more than 600 participants.
These sessions facilitated direct access to
subject matter experts, fostering knowledge
exchange and professional development across
the organisation.

0 Knowledge Sharing Sessions: Conducted over
25 sessions reaching out to a broad audience
of 1000 employees. These sessions served as
valuable platforms for sharing insights, best
practices, and expertise, enriching the collective
knowledge base and promoting collaboration
and learning among peers.

Conclusion

These achievements collectively demonstrate the
organisation’s dedication to fostering a culture of
continuous learning, skill development, and growth
for its employees, ultimately contributing to enhanced
performance and success.

39. Quality, Technology and Systems:

Engineering, Technology and Consulting:

Expleo has established a Compliance Framework that
follows a phased approach. It starts with establishing
legal, contractual and security requirements to be
complied with, internal communication and creating
awareness on these requirements, integration of
requirements with existing quality, security and process
framework for ongoing compliance, monitoring and
audit for ensuring compliance, periodic assessment
of the maturing level of compliance processes and
reporting and improvement of QMS and ISMS. The
compliance framework is independently assessed and
certified by external certification bodies on an annual
basis. Independent assessments are done as part of
ISO 9001, ISO 27001, AS 9100, ISO 17025, TISAX, PCI DSS
and SSAE 18/ISAE3402 certifications.

ISO 9001:2015 (Quality Management System)

All offshore centres of Expleo are certified for Quality
Management System (ISO 9001:2015).

Expleo has adopted quality management system
to improve its overall performance and provide a
sound basis for sustainable development activities.
Expleo promotes adopting a process approach when
developing, implementing and improving the
effectiveness of a quality management system to
enhance customer satisfaction by meeting their
requirements. This enables Expleo to plan its processes

and their interactions. This also enables Expleo to ensure
that its processes are adequately resourced and managed
and opportunities for improvement are determined
and acted on. Expleo has also implemented risk-based
thinking which enables to determine the factors that
could cause the processes and its quality management
system to deviate from the planned results, put in place
preventive controls to minimise negative impacts and
to make maximum use of opportunities as they arise.
The process approach involves the systematic definition
and management of processes and their interactions,
to achieve the intended results by following the top
management’s quality policy and strategic direction.
The Company adopts various forms of improvement and
corrective actions and continual improvements, such as
breakthrough change, innovation and reorganisation.

ISO 27001:2013 (Information Security Management
System)

All offshore centres of Expleo are certified for Information
Security Management System (ISO 27001: 2022).

Expleo achieves information security by implementing
a suitable set of controls, including policies, processes,
procedures, organisational structures and software and
hardware functions. These controls are established,
implemented, monitored, reviewed, and improved to
meet the organisation’s specific security and business
objectives.

Expleo has adopted ISO 27001, an international
standard for establishing, implementing, maintaining,
and continually improving an information security
management system. The adoption of an information
security management system is a strategic decision for
an organisation. Its establishment and implementation
are influenced by the organisation’s needs and
objectives, security requirements, processes used
and the size and structure. The information security
management system helps Expleo to identify and
address the threats and opportunities around it’s
information and related assets. This helps to protect
Expleo from security breaches, and shields it from any
disruption when they happen.

The information security management system in Expleo
preserves the confidentiality, integrity and availability of
information by applying a risk management process and
gives confidence to interested parties. The information
security management system helps Expleo’s business
in many ways - safeguarding it’s information assets,
demonstrating to external stakeholders how secure
its’ information is, staying ahead of new information
security risks and opportunities and thereby supporting
its development and growth.

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

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

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

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

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

Data protection is critical for any Company in maintaining
its services to clients. Expleo at Chennai locations are
also compliant with PCI-DSS, (worldwide data security
standard defined by the Payment Card Industry
Security Standards Council) since 2010 ensuring data
security and reducing the risk of data breaches. Expleo
adopted PCI-DSS to meet the customer requirements
specific to the card’s domain. Expleo has designed and
implemented technical and operational controls to
protect cardholder data.

Expleo implemented a minimum set of requirements for
protecting cardholder data. It also deployed additional
controls and practices to mitigate risks further and
address local, regional and sector laws and regulations.
These controls also address the legislation or regulatory
requirements to protect personally identifiable
information or other data elements.

AS9100D (Aerospace Quality Management System)

Expleo, Bengaluru location is certified to the Aerospace
Standard AS9100D.

Expleo holds the prestigious AS9100 certification,
signifying its commitment to excellence in the
aerospace industry. AS9100 encompasses rigorous
quality management standards specifically tailored for
aviation, space, and defence products and services. By
adhering to AS9100 guidelines, the Company ensures
safety, reliability, and operational efficiency. This
certification not only enhances its global recognition
but also fosters continual improvement, making it a
preferred partner for aerospace clients and suppliers

worldwide.

Expleo has robust quality management systems in
place with AS9100 certification.

Many aerospace manufacturers and suppliers prefer
working with certified partners, making AS9100 crucial.
This certification is recognised worldwide and opens
doors to large Original Equipment Manufacturers
(OEMs). It provides a framework for continual
improvement, enhancing overall efficiency.

It is essential for any aerospace-related company aiming
to improve quality, cost, and delivery performance while
adhering to industry-specific requirements.

TISAX Certification (Trusted Information Security
Assessment Exchange)

The Automotive Business unit of Expleo at Bengaluru
and Pune locations are certified to TISAX.

TISAX is a specialised information security standard
designed specifically for the automotive industry. It
ensures that sensitive data remains secure throughout
the entire production process.

Expleo’ s TISAX certification validates it’s information
security system, ensures compliance with security
requirements, and fosters trust within the automotive
industry.

TISAX compliance gains a competitive edge, as it
demonstrates their commitment to data security and
reliability to potential customers.

Expleo achieves information security by implementing
a suitable set of controls, including policies, processes,

procedures, organisational structures and software and
hardware functions. These controls are established,
implemented, monitored, reviewed, and improved to
meet the organisation’s specific security and business
objectives.

Expleo is empaneled by CERT-In for providing
Information Security Auditing Service.

Compliance with Data Protection Laws:

Data Protection is a significant concern for organisations
worldwide. The focus is on secure handling to ensure
the protection of customer data as well as corporate
data. The importance of privacy and data protection is
increasingly recognised as more and more social and
economic activities become online. When it comes
to data protection, different countries have enacted
different sets of laws. As technological advances have
improved data collection and surveillance capabilities,
governments around the world have started passing
laws regulating the kind of data that can be collected
about users, how that data can be used, and how data
should be stored and protected.

The European Union (EU) views privacy of personal
information as a fundamental right. With the introduction
of General Data Protection Regulation (GDPR) in 2018,
the EU has given its people more control over their
personal data. The USA has sector specific laws on the
privacy of customer data such as health and financial
information. The APAC and Middle East countries have
also specific laws governing data protection. India has
also rolled out a draft (Data Protection and Data Privacy)
Act.

With it’s global reach and client base, Expleo is
expected to adhere to various such data privacy
compliance requirements. Expleo has designed and
implemented a data Protection framework to protect
the personal information provided by its customers
from engagement until the closure of services. This
data protection framework is integrated with the
information security framework in terms of securing
the information provided by clients. As part of the
data protection framework, Expleo ensures that the
contractual obligations concerning data protection
are adhered to through technical and organisational
measures. Expleo also analyses the internal and external
environment changes, including the contractual
customer requirements on privacy and the various alerts
(privacy incidents) to draw inputs for annually updating
the Privacy Policy. Expleo has not only implemented
technical and organisational measures to protect data
but also implemented processes for regular monitoring
to protect itself from data breaches.

Certification of Compliance on ISO /IEC 17025:2017

The software testing laboratory unit of Expleo at Pune
location is certified to ISO 17025. It is the international
standard for testing and calibration laboratories. It sets
out requirements for the competence, impartiality,
and consistent operation of laboratories, ensuring the
accuracy and reliability of their testing and calibration
results. Expleo has designed and implemented a set of
processes towards the testing and calibration laboratory
to provide its customers confidence on it’s technical
competence.

Compliance to Business Continuity and Disaster
Recovery Planning:

Expleo has implemented a robust Business Continuity
Management (BCM) Disaster Recovery (DR) procedure
by design in line with ISO 22301 and implemented a
detailed framework covering the critical customer
Connectivity, Hardware, Software, Operating System,
Database, Storage Integration, Data Backup & Recovery,
Security Hardening, Network along with projects data
and other critical data.

Business Continuity Plan & Disaster Recovery

(Expleo Specific)

Expleo as an organisation has a BCP & DR policy to
counteract the interruptions to business activities
and protect critical business processes from effect
of major disasters through a contingency plan. This
policy is applicable to Expleo offshore locations (Prince
Infocity II, MEPZ - Chennai and India Land - Coimbatore,
Pune and Bengaluru) from where critical business
operations are carried out.

Business Continuity Plan & Disaster Recovery

(Client Specific)

Expleo activities relating to Business Continuity and
Disaster Recovery form an integral part of the service
delivery to its customers. Expleo has defined a client
specific BCP & DR plan based on client requirements.
This plan shall be communicated to the client based
on the client requirement. The steps that are needed
to determine that the critical business operations and
services that are provided by Expleo to the client can
be operationally sustained in the event of a disaster
that leads to the unavailability and/ or inaccessibility to
key facilities, resources and/ or personnel that support
the business operations of the service. The objective
of Business Continuity and Disaster Recovery Plan
adopted by Expleo is to determine the continuity of
business in case of a disaster resulting in unplanned
service interruptions at ODCs located in Expleo facilities
at Chennai, Coimbatore, Pune and Bengaluru.

DORA compliance

Expleo is compliant to the Digital Operational Resilience
Act (DORA), a European Union regulation, aiming to
strengthen the financial sector's resilience to ICT-related
incidents by establishing a comprehensive framework
for risk management, incident reporting, and
third-party service provider oversight.

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

Expleo, in alignment with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013, has diligently carried out its
responsibilities under the POSH framework during
the financial year 2024-2025. The Company has a
policy on the prevention of sexual harassment at
the workplace. The organisation has continued to
implement preventive measures, including conducting
comprehensive POSH training sessions for all existing
employees to ensure awareness about workplace
harassment, its consequences, and the mechanisms for
reporting incidents. Additionally, POSH training for the
members of the Internal Complaints Committee (ICC)
was conducted by an external POSH expert, ensuring
that the ICC members are well-equipped to handle
complaints effectively and in compliance with legal
requirements. Expleo also successfully completed the
registration on the She-Box portal, further strengthening
its commitment to providing a safe and transparent
environment for reporting sexual harassment. No
cases of sexual harassment were reported during the
reporting period, reflecting a positive and inclusive work
environment. Expleo remains committed to providing a
safe and respectful workplace for all employees, with
ongoing efforts to improve policies, provide resources,
and support those affected by any form of misconduct.

41. Listing Fees:

The Company confirms that it has paid the annual listing
fees for the financial year 2024-25 to both National Stock
Exchange of India Limited and BSE Limited.

42. Acknowledgments:

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

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

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

Ralph Gillessen

Chairperson and Non-Executive Director
DIN : 05184138

Place: Cologne, Germany
Date : June 27, 2025