Dear Members,

Your Directors are pleased to present their 26^th Annual Report along with the audited annual accounts for the financial year ended March 31, 2026

1. FINANCIAL HIGHLIGHTS

The key aspects of the Company's financial performance for the year ended March 31, 2026 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 FY2026 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. 94.05 million.

Pursuant to the provisions of the Income-tax Act, 1961 and the rules framed thereunder, as amended from time to time, 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:

*Earnings per Share has been restated for all previous periods presented to give the effect of bonus equity shares issued in March, 2026.

The record date for the purpose of ascertaining entitlement for the said dividend is Friday, August 21, 2026.

The dividend declared by the Company for FY2026 is in compliance with the Dividend Distribution Policy.

• BUYBACK

During the year, the Company successfully completed buyback of 625,000 (Six Hundred Twenty- Five Thousand) fully-paid equity shares of Rs. 10 (Rupees Ten) each at the buyback price of Rs. 4,800 (Rupees Four Thousand Eight Hundred only) per share and the total buy back amount of Rs. 3,000 Million. The settlement date for the said buyback was January 2, 2026 and 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/wp-content/ uploads/2026/01/DividendDistributionPolicy_2026.pdf.

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 19 (Nineteen) subsidiaries including step down subsidiaries as on March 31, 2026.

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

During the year under review, the following mergers took place among the Company's step-down subsidiaries:

- ASEC Group LLC, step-down subsidiary of the Company merged into Personiv Eclipse Inc. (formerly known as Personiv Contact Centres LLC), another step-down subsidiary of the Company with effect from October 1, 2025.

- Eclipse Global Holdings Inc (formerly known as Eclipse Global Holdings LLC), step-down subsidiary of the Company merged into Personiv Eclipse Inc (formerly known as Personiv Contact Centres LLC), another step-down subsidiary of the Company with effect from November 3, 2025.

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

8. CLIENT BASE

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

9. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS

The details in respect of Internal Financial Controls (IFC) 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.

Paid-up Share Capital

*Pursuant to special resolution passed by the shareholders through postal ballot on December 4, 2025, 6,25,000 shares were bought back and extinguished, the issued and paid-up capital was amended accordingly.

**Pursuant to an ordinary resolution passed by the Shareholders through postal ballot on March 5, 2026, the Stakeholders Relationship Committee on March 16, 2026 allotted 4,70,25,359 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 1 (one) equity share to the eligible existing shareholders of the Company.

A. STATUTORY AUDITORS

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) the Statutory Auditors of the Company, were appointed by the shareholders at their meeting held on September 19, 2024, for the period of 5 years i.e. up to 29^th Annual General Meeting.

There are no qualifications, reservations, adverse remarks or disclaimer made by M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditors in their report for FY2026. Further, there were no instances of fraud reported by the Statutory Auditors during FY2026 in terms of the Section 143 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

B. 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 and Regulation 24A (1) of SEBI Listing Regulations, as amended from time to time, M/s. Mehta & Mehta, Company Secretaries (Firm Registration Number P1996MH007500) were appointed by the shareholders at their meeting held on September 10, 2025, for a term of 5 (five) consecutive years commencing from financial year 2025-26 till financial year 2029-30.

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.

C. COST AUDITOR AND MAINTENANCE OF COST RECORDS

Cost audit and maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities of the Company.

12. 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 31,2026, is hosted on the website of the Company at https://eclerx.com/investor-relations/.

13. 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.

During the year, there has been no change in the composition of the Board of Directors apart from the re-appointment of Mr. Srinjay Sengupta (DIN: 02692531) as an Independent Director of the Company for the second term of 5 consecutive years effective from January 28, 2026, which was approved by the shareholders of the Company

by passing the resolution through Postal Ballot on March 5, 2026.

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.

14. DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

15. ANNUAL PERFORMANCE EVALUATION

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

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

• Accountability towards shareholders;

• Critical review of business strategy;

• Conducive environment for the communication and rigorous decision making;

• Board's focus on wealth maximization for shareholders;

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

• Business Continuity preparedness;

• Skill set and mix thereof among Board members;

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

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

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

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

• Qualitative comments/inputs;

• Deficiencies observed, if any;

• Qualification of members constituting the Committee;

• Attendance of Committee members in the respective meetings;

• Frequency of meetings.

In addition, the Chairman of the Board was also evaluated on the key aspects of his role and the report on his performance evaluation was placed before the separate meeting of the Independent Directors for review. During the year, a separate meeting of Independent Directors was held on May 13, 2025. In this meeting, the performance of the Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering 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 I ndependent Directors.

16. 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/wp-content/uploads/2026/03/Details-of- Familiarisation-Programmes-for-Independent-Directors- March-2026_KM.pdf.

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

The Directors have access to management to seek any additional information, clarification and details as may be required. In terms of the Listing Regulations, the standard letter of appointment of Independent Directors of the Company containing the requisite familiarization details has been hosted on the Company's website at https://eclerx.com/ wp-content/uploads/2025/02/Standard-Terms- and-Condition-of-Appointment-of-Non-Executive- Independent-Director.pdf.

17. 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 FY2026, 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, 2026 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.

18. MEETINGS OF THE BOARD AND IT'S COMMITTEES

During FY2026, 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, terms of reference, number of meetings held, attendance of members etc. of such Committee meetings, please refer to the Corporate Governance Report, which forms a part of this Annual Report.

19. AUDIT COMMITTEE

As on March 31,2026, the Audit Committee comprised the following members:

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

The further details of terms of reference and attendance of members of the Audit Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

20. 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/ wp-content/uploads/2025/01/Nomination-and- Remuneration-policy-Jan-2025-Clean.pdf.

21. VIGIL MECHANISM

The Company has zero tolerance policy for any form of unethical behaviour. Pursuant to the provisions of Section 177(9) of the Act and Regulation 22 of the 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 and provides for adequate safeguards against victimisation of persons who use such mechanism, 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.

During the year, three whistle-blower complaints regarding workplace conduct were received, none of which were significant in nature. These complaints were duly investigated and resolved in line with company policies.

The aforesaid policy has also been hosted on the Company's website at https://eclerx.com/wp- content/uploads/2026/01/eClerx-Whistle-Blower- Policy_review.pdf. The same is reviewed by the Audit Committee from time to time.

22. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

The 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, 2026, 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.

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

During FY2026, all the transactions that the Company entered into with related parties were in the ordinary course of business and at arm's length basis.

The Audit Committee approves all the Related Party Transactions in compliance with the provisions of the Act and Listing Regulations. Omnibus approval is obtained on a yearly basis and as and when any increase in limit is required for transactions which are repetitive in nature. Details of transactions entered into pursuant to omnibus approval are placed before the Audit Committee for review and approval/noting on a quarterly basis.

Details of all related party transactions are mentioned in the notes to financial statements forming part of the Annual Report. The Company has developed a framework for the purpose of identification and monitoring of such related party transactions.

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 a https://eclerx.com/wp- content/uploads/2025/03/Policy-on-Related-parties- and-Material-Subsidiaries-1.pdf.

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 given in form AOC-2 on page no. 38. Further, details with respect to related party transactions are also set out in the Note No. 32 to the Standalone Financial Statements of the Company for the year ended March 31, 2026.

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, 2026, from subsidiaries, associate companies or firms/companies in which Directors are interested.

None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company except remuneration, profit-based commission and sitting fees.

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

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

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

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required, inter-alia, under Section 134 of the Act read with the Companies

(Accounts) Rules, 2014 is given in the Annexure - III forming part of this report.

26. ENTERPRISE WIDE RISK MANAGEMENT SYSTEM AND RISK MANAGEMENT POLICY

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

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

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

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

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

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

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

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

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

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

Details of sexual harassment complaints received during FY2026:

• No. of complaints received during FY2026: 7

• No. of complaints disposed off during FY2026: 8 (Includes 2 complaints received in FY25 and resolved in FY26 within statutory timeline)

• No. of complaints pending as on end of FY2026: 1 (Disposed off in April-2026)

• No. of cases pending for more than ninety days: None

The Company adheres to the provisions of the Maternity Benefit Act, 1961.

28. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility and Environment, Social & Governance Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis and apprises the Board of the same. The total obligation of CSR expenditure for FY2026 was Rs. 97.94 Million out of which Company had spent Rs. 97.75 Million during FY2026 and an unspent amount of Rs. 0.19 Million of approved multiyear/ongoing CSR Projects for FY2026 was transferred to ‘eClerx Services Limited Unspent CSR A/C -FY2025-26', which will be exclusively utilized for the respective CSR Projects.

Further, Rs. 0.59 Million of approved multi-year/ ongoing CSR Projects for FY2025, which was transferred to ‘eClerx Services Limited Unspent CSR A/C -FY2024-25', was fully utilized in FY2026 for the respective approved CSR Projects.

The Company's CSR policy statement and the Annual Report on CSR activities undertaken during FY2026, in accordance with Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure-IV to this report.

Further, in terms of the amended CSR Rules, the Chief Financial Officer has certified that the funds disbursed for CSR have been used for the purpose and in the manner approved by the Board for FY2026.

29. AWARDS AND RECOGNITION

The details of Awards & Recognition received by the Company during FY2026 are available on page no. 7 of this Annual report and also hosted on the Company's website at https://eclerx.com/ awards-recognition/.

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

Details of the ratio of the remuneration of each Director to the median employee's remuneration (approx.):- Executive Director: 39 times;

- Non-Executive Non-Independent Director: NA;

- Non-Executive Independent Director: 9 times (excluding sitting fees).

The percentage increase/(decrease) in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:- Executive Director: Nil,

- Non-Executive Independent Directors: 14.29%,

- Chief Financial Officer: 11%,

- Company Secretary: 15%.

The percentage increase/(decrease) in the median remuneration of employees in the financial year: 6%. The median remuneration of employees increased by 6% over the prior financial year, which was driven by net headcount growth, an uptick in hiring, and annual increments awarded during the year. New hires were onboarded at salaries above prevailing exit levels, reflecting the Company's focus on attracting higher- calibre talent and its commitment to competitive, equitable compensation.

The global headcount of the Company and its subsidiaries as on March 31, 2026 was more than 22,600, which includes 17,170 permanent employees on the rolls of the Company.

Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: 7.55% for employees other than senior managerial personnel v/s 11.46% increase in the senior managerial remuneration. The increase is determined based on salary benchmarking done with industry peers to ensure retention of experienced employees. Company performance has indirect linkage to overall compensation of senior management.

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

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

The details of remuneration paid/payable to Directors for FY2026 are also provided in the Corporate Governance Report forming part of this report.

31. EMPLOYEES' STOCK OPTION SCHEME/PLAN

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

An ESOP trust, which has been set up by the Company, is managed by independent trustee, and is authorized for secondary market acquisition of securities of the Company and utilize against exercise of securities granted/ to be granted under the above-mentioned ESOP Schemes. During FY2026, ESOP Trust acquired 6,99,903 shares from open market.

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

During the year, the shareholders of the Company vide special resolution passed through postal ballot on March 5, 2026 approved the amendment in Clause 4.7 of the ESOP Scheme 2022 increasing the limits for providing loan(s) to the Trust from Rs. 2,000 Million (Rupees Two Thousand Million Only) to Rs. 6,000 Million (Rupees Six Thousand Million Only) for purchase/acquisition of shares from the secondary market in one or more tranche(s).

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

32. ENHANCING SHAREHOLDERS VALUE

The Company is dedicated to generating longterm value for its shareholders by delivering strong operational performance, maintaining cost efficiency, enhancing its asset and resource base, and pursuing excellence across all areas of its operations.

The Company firmly believes that its marketplace success and strong reputation are key drivers of shareholder value. Its close client relationships and deep insight into customer needs continue to guide the development of innovative products and services.

33. HUMAN RESOURCE MANAGEMENT

The Company regards people development as a core strategic priority, with a holistic commitment across talent acquisition, employee engagement, rewards and wellbeing, capability building, and corporate social responsibility — reflecting its continued investment in both workforce and community development. A detailed account of human resource management initiatives is provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

34. CORPORATE GOVERNANCE

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

35. SUCCESSION PLANNING

The Company has succession plan in place for orderly succession for appointments to Board and to senior management. The succession plan is periodically reviewed and updated to ensure its continued effectiveness, alignment with the Company's evolving business needs and governance requirements.

36. GENERAL DISCLOSURES

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

(i) There has been no change in the nature of business of your Company.

(ii) During FY2026, the Company has not made any settlement with its bankers for any loan/facility availed or/and still in existence, hence, there was no requirement of valuation.

(iii) During FY2026, there was no application made and proceeding initiated/pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016 ("Code").

(iv) 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.

(v) There were no other material changes and commitments affecting the financial position of the Company, which had occurred between the end of the Financial Year to which these financial statements relate and the date of the Report.

37. ACKNOWLEDGEMENT

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